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EXHIBIT 4.1  


 
  FOURTH AMENDED AND RESTATED CREDIT AGREEMENT    
    


dated as of May 10, 2004  


 among  


 REGAL CINEMAS CORPORATION,

as Borrower,  


 VARIOUS LENDERS,  


 and  


 CREDIT SUISSE FIRST BOSTON,

acting through its Cayman Islands Branch,

as Sole Lead Arranger, Sole Book Runner

and Administrative Agent  




 $1,750,000,000 Senior Secured Credit Facilities  










   TABLE OF CONTENTS  



	 
	 	 
	 	Page

	SECTION 1.	 	DEFINITIONS AND INTERPRETATION	 	2
	 	1.1	 	Definitions	 	2
	 	1.2	 	Accounting Terms	 	27
	 	1.3	 	Interpretation, Etc. 	 	27
	 	1.4	 	Relationship with Third Restated Credit Agreement	 	27
	 	1.5	 	Confirmation/Ratification of Term Loans	 	28
	

SECTION 2.	
 	

LOANS AND LETTERS OF CREDIT	
 	

28
	 	2.1	 	Term Loans	 	28
	 	2.2	 	Revolving Loans	 	29
	 	2.3	 	Swingline Loans	 	30
	 	2.4	 	Issuance of Letters of Credit and Purchase of Participations Therein	 	32
	 	2.5	 	Pro Rata Shares; Availability of Funds	 	35
	 	2.6	 	Use of Proceeds	 	35
	 	2.7	 	Evidence of Debt; Register; Lenders' Books and Records; Notes	 	36
	 	2.8	 	Interest on Loans	 	37
	 	2.9	 	Conversion/Continuation	 	38
	 	2.10	 	Default Interest	 	39
	 	2.11	 	Fees	 	39
	 	2.12	 	Scheduled Payments	 	40
	 	2.13	 	Voluntary Prepayments/Commitment Reductions	 	40
	 	2.14	 	Mandatory Prepayments	 	41
	 	2.15	 	Application of Prepayments/Reductions	 	42
	 	2.16	 	General Provisions Regarding Payments	 	43
	 	2.17	 	Ratable Sharing	 	44
	 	2.18	 	Making or Maintaining Eurodollar Rate Loans	 	45
	 	2.19	 	Increased Costs; Capital Adequacy	 	46
	 	2.20	 	Taxes; Withholding, Etc. 	 	47
	 	2.21	 	Removal or Replacement of a Lender	 	50
	

SECTION 3.	
 	

CONDITIONS PRECEDENT	
 	

51
	 	3.1	 	Closing Date	 	51
	 	3.2	 	Conditions to Each Credit Extension	 	54
	

SECTION 4.	
 	

REPRESENTATIONS AND WARRANTIES	
 	

55
	 	4.1	 	Financial Condition	 	55
	 	4.2	 	No Change	 	56
	 	4.3	 	Corporate Existence and Compliance with Laws	 	56
	 	4.4	 	Corporate Power; Authorization; Enforceable Obligations	 	56
	 	4.5	 	No Legal Bar	 	56
	 	4.6	 	No Material Litigation	 	56
	 	4.7	 	No Default	 	57
	 	4.8	 	Ownership of Property; Liens	 	57
	 	4.9	 	Intellectual Property	 	57
	 	4.10	 	Taxes	 	58
	 	4.11	 	Federal Regulations	 	58
	 	4.12	 	Labor Matters	 	58
	 	4.13	 	ERISA	 	58
	 	4.14	 	Investment Company Act; Other Regulations	 	59
	 	 	 	 	 





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	 	4.15	 	Subsidiaries	 	59
	 	4.16	 	Use of Proceeds	 	59
	 	4.17	 	Environmental Matters	 	59
	 	4.18	 	Accuracy of Information, Etc. 	 	60
	 	4.19	 	Security Documents	 	60
	 	4.20	 	Solvency	 	61
	 	4.21	 	Senior Indebtedness	 	61
	 	4.22	 	Regulation H	 	62
	 	4.23	 	Insurance	 	62
	 	4.24	 	Real Estate	 	62
	 	4.25	 	Permits	 	63
	 	4.26	 	Leases	 	64
	

SECTION 5.	
 	

AFFIRMATIVE COVENANTS	
 	

65
	 	5.1	 	Financial Statements and Other Reports	 	65
	 	5.2	 	Certificates and Other Information	 	65
	 	5.3	 	Payment of Obligations	 	66
	 	5.4	 	Conduct of Business and Maintenance of Existence, Etc. 	 	66
	 	5.5	 	Maintenance of Properties; Leases; Insurance	 	67
	 	5.6	 	Inspection of Property; Books and Records; Discussions	 	68
	 	5.7	 	Notices	 	68
	 	5.8	 	Environmental Laws	 	69
	 	5.9	 	Additional Collateral, Etc. 	 	69
	 	5.10	 	Use of Proceeds	 	72
	 	5.11	 	ERISA Documents	 	72
	 	5.12	 	Unrestricted Subsidiaries	 	72
	 	5.13	 	Interest Rate Protection	 	72
	 	5.14	 	Maintenance of Rating	 	72
	 	5.15	 	Further Assurances	 	72
	 	5.16	 	Cancellation of Existing Senior Subordinated Notes	 	73
	

SECTION 6.	
 	

NEGATIVE COVENANTS	
 	

74
	 	6.1	 	Financial Covenants	 	74
	 	6.2	 	Indebtedness	 	74
	 	6.3	 	Liens	 	78
	 	6.4	 	Limitation on Fundamental Changes	 	80
	 	6.5	 	Limitation on Disposition of Property	 	80
	 	6.6	 	Limitation on Restricted Payments	 	81
	 	6.7	 	Limitation on Capital Expenditures	 	82
	 	6.8	 	Limitation on Investments	 	83
	 	6.9	 	Limitation on Optional Payments and Modifications of Indebtedness and Organizational Documents	 	85
	 	6.10	 	Limitations on Transactions with Affiliates	 	86
	 	6.11	 	Limitation on Sales and Leasebacks	 	86
	 	6.12	 	Limitation on Changes in Fiscal Periods	 	86
	 	6.13	 	Limitation on Negative Pledge Clauses	 	86
	 	6.14	 	Limitation on Restrictions on Subsidiary Distributions, Etc. 	 	87
	 	6.15	 	Limitation on Lines of Business	 	87
	 	6.16	 	Limitation on Hedge Agreements	 	87
	 	6.17	 	Limitation on Terminations of Leases	 	87
	 	6.18	 	Limitation on Issuance of Preferred Stock	 	87
	 	 	 	 	 



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SECTION 7.	
 	

EVENTS OF DEFAULT	
 	

87
	 	7.1	 	Events of Default	 	87
	

SECTION 8.	
 	

AGENTS	
 	

90
	 	8.1	 	Appointment of Agents	 	90
	 	8.2	 	Powers and Duties	 	91
	 	8.3	 	General Immunity	 	91
	 	8.4	 	Agents Entitled to Act as Lender	 	92
	 	8.5	 	Lenders' Representations, Warranties and Acknowledgment	 	92
	 	8.6	 	Right to Indemnity	 	92
	 	8.7	 	Successor Administrative Agent and Swingline Lender	 	93
	 	8.8	 	Security Documents and Guaranty	 	93
	

SECTION 9.	
 	

MISCELLANEOUS	
 	

94
	 	9.1	 	Notices	 	94
	 	9.2	 	Expenses	 	94
	 	9.3	 	Indemnity	 	95
	 	9.4	 	Set-Off	 	95
	 	9.5	 	Amendments and Waivers	 	96
	 	9.6	 	Successors and Assigns; Participations	 	98
	 	9.7	 	Independence of Covenants	 	102
	 	9.8	 	Survival of Representations, Warranties and Agreements	 	102
	 	9.9	 	No Waiver; Remedies Cumulative	 	102
	 	9.10	 	Marshalling; Payments Set Aside	 	102
	 	9.11	 	Severability	 	102
	 	9.12	 	Obligations Several; Independent Nature of Lenders' Rights	 	102
	 	9.13	 	Headings	 	103
	 	9.14	 	APPLICABLE LAW	 	103
	 	9.15	 	CONSENT TO JURISDICTION	 	103
	 	9.16	 	WAIVER OF JURY TRIAL	 	103
	 	9.17	 	Confidentiality	 	104
	 	9.18	 	Usury Savings Clause	 	104
	 	9.19	 	Counterparts	 	104
	 	9.20	 	Patriot Act	 	105
	 	9.21	 	Integration	 	105
	 	9.22	 	Release of Collateral and Guaranty Obligations	 	105
	 	9.23	 	Effectiveness	 	105
	 	9.24	 	Existing Agreements Superseded; Exhibits and Schedules	 	105





	
APPENDICES:	
 	

A-1	
 	

Term Loan Commitments
	 	 	A-2	 	Revolving Commitments
	 	 	B	 	Notice Addresses
	
SCHEDULES:	
 	

1.1	
 	

Existing Letters of Credit
	 	 	4.3	 	Corporate Existence and Good Standing
	 	 	4.4	 	Consents, Authorizations, Filings and Notices
	 	 	4.6	 	Litigation
	 	 	4.9(b)	 	Trademarks, Service Marks and Trade Names
	 	 	4.9(c)	 	Patents
	 	 	4.9(d)	 	Copyrights
	 	 	4.9(e)	 	Intellectual Property Licenses
	 	 	 	 	 





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	 	 	4.15	 	Subsidiaries
	 	 	4.17	 	Environmental Matters
	 	 	4.19(a)	 	UCC Filing Jurisdictions—Collateral
	 	 	4.19(b)	 	Existing Mortgages
	 	 	4.24(a)	 	Real Estate Assets
	 	 	4.24(g)	 	Structural Defects
	 	 	4.24(h)	 	Real Estate Transfer Rights
	 	 	4.26(b)	 	Lease Defaults
	 	 	5.9(b)	 	Title Insurance Requirements
	 	 	5.15(b)	 	Properties to be Disposed
	 	 	6.2(d)	 	Existing Indebtedness
	 	 	6.3(f)	 	Existing Liens
	
EXHIBITS:	
 	

A-1	
 	

Funding Notice
	 	 	A-2	 	Conversion/Continuation Notice
	 	 	A-3	 	Issuance Notice
	 	 	B-1	 	Term Loan Note
	 	 	B-2	 	Revolving Loan Note
	 	 	B-3	 	Swingline Note
	 	 	C	 	Compliance Certificate
	 	 	D	 	Opinions of Counsel
	 	 	E	 	Assignment Agreement
	 	 	F	 	Certificate Re Non Bank Status
	 	 	G-1	 	Closing Date Certificate
	 	 	G-2	 	Solvency Certificate
	 	 	H-1	 	Guaranty and Collateral Agreement
	 	 	H-2	 	Guaranty and Pledge Agreement
	 	 	I-1	 	New Mortgage
	 	 	I-2	 	Mortgage Amendment
	 	 	J	 	Intercompany Note




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FOURTH AMENDED AND RESTATED CREDIT AGREEMENT  


        This FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, dated as of May 10, 2004 (as amended, restated, supplemented or otherwise modified from time to time,
this "Agreement"), by and among REGAL CINEMAS CORPORATION, a Delaware corporation ("Borrower"), the
Lenders party hereto from time to time, and CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch ("CSFB"), as sole lead arranger and
sole book runner (in such capacities, "Arranger") and as administrative agent (together with its permitted successors in such capacity,
"Administrative Agent"), amends and restates in full the Third Amended and Restated Credit Agreement, dated as of August 27, 2003 (as amended,
restated, supplemented or otherwise modified from time to time to the date hereof, the "Third Restated Credit Agreement"), which Third Restated Credit
Agreement amended and restated in full the Second Amended and Restated Credit Agreement, dated as of June 6, 2003 (as amended, restated, supplemented or otherwise modified from time to time to
the date of the Third Restated Credit Agreement, the "Second Restated Credit Agreement"), which Second Restated Credit Agreement amended and restated in
full the Amended and Restated Credit Agreement, dated as of August 12, 2002 (as amended, restated, supplemented or otherwise modified from time to time to the date of the Second Restated Credit
Agreement, the "Restated Credit Agreement"), which Restated Credit Agreement amended and restated in full the Credit Agreement, dated as of
January 29, 2002 (as amended, restated, supplemented or otherwise modified from time to time to the date of the Restated Credit Agreement, the "Original Credit
Agreement"). 


RECITALS  


        WHEREAS, undefined capitalized terms used in these recitals shall have the respective meanings set forth for such terms in  Section 1.1 hereof; 


        WHEREAS,
the parties hereto have agreed to amend and restate the Third Restated Credit Agreement on the terms set forth herein, including amending and restating the terms of the Existing
Term Loans under the Third Restated Credit Agreement and providing additional term and revolving facilities hereunder; 



        WHEREAS,
the additional term loans and available cash of Borrower will be used (i) to consummate the Tender Offer, (ii) to pay Tender Costs, (iii) to pay the Parent
Cash Dividend, (iv) to pay the Transaction Costs, and (v) for general corporate purposes, including Permitted Acquisitions (clauses (i) through (iv), collectively, the
"Closing Date Transactions"); 


        WHEREAS,
Borrower has agreed to secure all of its Obligations by granting to Administrative Agent, for the benefit of Secured Parties, a First Priority Lien on certain of its real
property assets and
substantially all of its personal property assets, including a pledge of all of the Capital Stock of each of its Domestic Subsidiaries and Foreign Subsidiaries (other than Excluded Foreign
Subsidiaries) and 65% of all the Capital Stock of each of its Excluded Foreign Subsidiaries; 


        WHEREAS,
Guarantors have agreed to guarantee the obligations of Borrower hereunder and to secure their respective Obligations by granting to Administrative Agent, for the benefit of
Secured Parties, a First Priority Lien on certain real property assets and substantially all of their respective personal property assets, including a pledge of all of the Capital Stock of each of
their respective Domestic Subsidiaries and Foreign Subsidiaries (other than Excluded Foreign Subsidiaries) and 65% of all the Capital Stock of each of their respective Excluded Foreign Subsidiaries; 



        WHEREAS,
Holdings has agreed to guarantee the obligations of Borrower hereunder, on a limited-recourse basis, and to secure its obligations by granting to Administrative Agent, for the
benefit of the Secured Parties, a First Priority Lien on all of the Capital Stock of Borrower; 


        WHEREAS,
the Third Restated Credit Agreement is being amended and restated on and subject to the terms and conditions set forth herein, and this Agreement is made in renewal, amendment,
restatement and modification of, but not in extinguishment or novation of, the obligations under the Third Restated Credit Agreement. 







 



        NOW,
THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows: 


SECTION 1. DEFINITIONS AND INTERPRETATION  


        1.1 Definitions.    The following terms used herein, including in the preamble, recitals, exhibits and schedules hereto, shall
have the following meanings: 


        "Acquired Indebtedness" means Indebtedness (i) assumed by Borrower or any of its Restricted Subsidiaries in connection with a
Permitted Acquisition that does not result in the creation of a new Restricted Subsidiary, (ii) of a Person that becomes a Restricted Subsidiary in connection with a Permitted Acquisition or in
connection with a contribution of a Person as a capital contribution to Borrower or any Restricted Subsidiary, or (iii) of an Unrestricted Subsidiary at the time it becomes a Restricted
Subsidiary. 


        "Adjusted Eurodollar Rate" means, for any Interest Rate Determination Date with respect to an Interest Period, the rate per annum obtained
by dividing (i) (a) the rate per annum determined by Administrative Agent to be the offered rate that appears on the page of the Telerate Screen displaying an average British
Bankers Association Interest Settlement Rate (such page currently being page number 3740 or 3750, as applicable) for deposits (for delivery on the first day of such period) with a term
equivalent to such period in Dollars, determined as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date, (b) in the event the rate referenced in
the preceding clause (a) does not appear on such page or service or if such page or service shall cease to be available, the rate per annum equal to the rate determined by
Administrative Agent to be the offered rate on such other page or other service that displays an average British Bankers Association Interest Settlement Rate for deposits (for delivery on the
first day of such period) with a term equivalent to such period in Dollars, determined as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date, or
(c) in the event the rates referenced in the preceding clauses (a) and (b) are not available, the rate per annum equal to the offered quotation rate to first class banks in the
London interbank market by Administrative Agent for deposits in Dollars (for delivery on the first day of the relevant period) of amounts in same day funds comparable to the principal amount of the
applicable Loan of Administrative Agent, in its capacity as a Lender, for which the Adjusted Eurodollar Rate is then being determined with maturities comparable to such period as of approximately
11:00 a.m. (London, England time) on such Interest Rate Determination Date, by (ii) an amount equal to (a) one minus (b) the
Applicable Reserve Requirement. 


        "Administrative Agent" as defined in the preamble hereto. 


        "Adverse Proceeding" means any action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or
arbitration (whether or not purportedly on behalf of Borrower or any of its Subsidiaries) at law or in equity, or before or by any Governmental Authority, domestic or foreign (including any
Environmental Claims), whether pending or, to the knowledge of Borrower or any of its Subsidiaries, threatened against or affecting Borrower or any of its Subsidiaries or any property of Borrower or
any of its Subsidiaries. 


        "Affected Lender" as defined in Section 2.18(b). 


        "Affected Loans" as defined in Section 2.18(b). 


        "Affiliate" means, as applied to any Person, any other Person directly or indirectly controlling, controlled by, or under common control
with, that Person. For the purposes of this definition, "control" (including, with correlative meanings, the terms "controlling," "controlled by" and "under common control with"), as applied to any
Person, means the possession, directly or indirectly, of the power (i) to vote 10% or more of the Securities having ordinary voting power for the election of directors of such 


2







 



Person,
or (ii) to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities or by contract or otherwise. 



        "Agent" means each of the Arranger and Administrative Agent. 


        "Aggregate Amounts Due" as defined in Section 2.17. 


        "Agreement" as defined in the preamble hereto. 


        "Applicable Margin" means (i) with respect to Loans that are Eurodollar Rate Loans, (a) from the Closing Date until the date
of delivery of the Compliance Certificate and the financial statements in respect of the 4th Fiscal Quarter of 2004, a percentage, per annum, determined by reference to the following
table as if the Consolidated Leverage Ratio then in effect were in excess of 3.00:1.00; and (b) thereafter, a percentage, per annum, determined by reference to the Consolidated Leverage Ratio
in effect from time to time as set forth below: 



	Consolidated Leverage Ratio
 
	 	Applicable Margin for

Eurodollar Rate Revolving Loans
	 	Applicable Margin for

Eurodollar Rate Term Loans
	 
	> 3.00:1.00	 	2.75	%	2.75	%
	

£ 3.00:1.00

> 2.50:1.00	
 	

2.50	
%	

2.50	
%
	

£ 2.50:1.00

> 2.00:1.00	
 	

2.25	
%	

2.50	
%
	

£ 2.00:1.00	
 	

2.00	
%	

2.50	
%






(ii)
with respect to Swingline Loans and Revolving Loans that are Base Rate Loans, an amount equal to (a) the Applicable Margin for Revolving Loans that are Eurodollar Rate Loans as determined
pursuant to clause (i)(a) or (i)(b) above, as applicable, minus (b) 1.00% per annum, and (iii) with respect to Term Loans
that are Base Rate Loans, an amount equal to (a) the Applicable Margin for Term Loans that are Eurodollar Rate Loans as determined pursuant to clause (i)(a) or
(i)(b) above, as applicable, minus (b) 1.00% per annum. No change in the Applicable Margin shall be effective until three Business Days
after the date on which Administrative Agent shall have received the applicable financial statements and a Compliance Certificate calculating the Consolidated Leverage Ratio. At any time Borrower has
not submitted to Administrative Agent the applicable information as and when required, the Applicable Margin shall be determined as if the Consolidated Leverage Ratio were in excess of 3.00:1.00.
Promptly after receipt of the applicable information under Section 5.2(b), Administrative Agent shall give each Lender telefacsimile or
telephonic notice (confirmed in writing) of the Applicable Margin in effect from such date. 


        "Applicable Reserve Requirement" means, at any time, for any Eurodollar Rate Loan, the maximum rate, expressed as a decimal, at which
reserves (including any basic marginal, special, supplemental, emergency or other reserves) are required to be maintained with respect thereto against "Eurocurrency liabilities" (as such term is
defined in Regulation D) under regulations issued from time to time by the Board of Governors of the Federal Reserve System or other applicable banking regulator. Without limiting the effect of
the foregoing, the Applicable Reserve Requirement shall reflect any other reserves required to be maintained by such member banks with respect to (i) any category of liabilities that includes
deposits by reference to which the applicable Adjusted Eurodollar Rate or any other interest rate of a Loan is to be determined, or (ii) any category of extensions of credit or other assets
that include Eurodollar Rate Loans. A Eurodollar Rate Loan shall be deemed to constitute Eurocurrency liabilities and as such shall be deemed subject to reserve requirements without benefits of credit
for proration, exceptions or offsets that may be available from time to time to the 


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applicable
Lender. The rate of interest on Eurodollar Rate Loans shall be adjusted automatically on and as of the effective date of any change in the Applicable Reserve Requirement. 


        "Arranger" as defined in the preamble hereto. 



        "Asset Sale" means any Disposition of Property or series of related Dispositions of Property (excluding any such Disposition permitted by
clause (a), (b), (c) or (d) of Section 6.5) that yields gross proceeds to Borrower or any of its Restricted Subsidiaries in
the case of noncash proceeds consisting of notes or other debt securities, valued at the initial principal amount thereof, and in the case of other noncash proceeds, valued at fair market value (as
reasonably determined by Borrower, or, if requested by Administrative Agent, determined by a reputable, independent third party reasonably satisfactory to Administrative Agent and paid for by
Borrower)) in excess of $5,000,000. 


        "Assignment Agreement" means an Assignment and Assumption Agreement substantially in the form of  Exhibit E, with such amendments or modifications as may be approved
by Administrative Agent. 


        "Authorized Officer" means, as applied to any Person, any individual holding the position of chairman of the board (if also an officer),
chief executive officer, president or one of its vice presidents (or the equivalent thereof), chief financial officer or treasurer. 



        "Balance Sheet" as defined in Section 4.1(a). 


        "Bankruptcy Code" means Title 11 of the United States Code entitled "Bankruptcy," as now and hereafter in effect, or any successor
statute. 


        "Base Rate" means, for any day, a rate per annum equal to the greater of (i) the Prime Rate in effect on such day, and
(ii) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1%. Any change in the Base Rate due to a change in the
Prime Rate or the Federal Funds Effective Rate shall be effective on the effective day of such change in the Prime Rate or the Federal Funds Effective Rate, respectively. 


        "Base Rate Loan" means a Loan bearing interest at a rate determined by reference to the Base Rate. 


        "Beneficiary" means each Agent, Issuing Bank, Lender and Lender Counterparty. 


        "Borrower" as defined in the preamble hereto. 


        "Borrower Affiliated Group" as defined in Section 6.6(f). 


        "Business Day" means (i) any day excluding Saturday, Sunday and any day that is a legal holiday under the laws of the State of New
York or is a day on which banking institutions located in such state are authorized or required by law or other governmental action to close, and (ii) with respect to all notices,
determinations, fundings and payments in connection with the Adjusted Eurodollar Rate or any Eurodollar Rate Loans, the term "Business Day" shall mean
any day that is a Business Day described in clause (i) and that is also a day for trading by and between banks in Dollar deposits in the London interbank market. 


        "Capital Expenditures" means, for any period, with respect to any Person, the aggregate of all expenditures made by such Person and its
Subsidiaries, on a consolidated basis, for the acquisition or leasing (pursuant to a capital lease) of fixed or capital assets or additions to equipment (including replacements, capitalized repairs
and improvements during such period) that should be capitalized under GAAP on a consolidated balance sheet of such Person and its Subsidiaries. 



        "Capital Lease Obligations" means, as to any Person, the obligations of such Person to pay rent or other amounts under any
(i) lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as 


4







 



capital
leases on a balance sheet of such Person under GAAP, and, for the purposes of this Agreement, the amount of such obligations at any time shall be the capitalized amount thereof at such time
determined in accordance with GAAP and (ii) any lease financing arrangements set forth on the balance sheet of such Person other than EITF 97-10 Capital Lease Obligations. 


        "Capital Stock" means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a
corporation, any and all equivalent ownership interests in a Person (other than a corporation), including partnership interests and membership interests, and any and all warrants, rights or options to
purchase (other than convertible or exchangeable Indebtedness that is not otherwise capital stock) or other arrangements or rights to acquire any of the foregoing. 



        "Cash" means money, currency or a credit balance in any Deposit Account. 


        "Cash Equivalents" means, as at any date of determination, (a) marketable direct obligations issued by, or unconditionally
guaranteed by, the United States government or any agency thereof and backed by
the full faith and credit of the United States, in each case maturing within one year from the date of acquisition; (b) certificates of deposit, time deposits, eurodollar time deposits or
overnight bank deposits having maturities of six months or less from the date of acquisition issued by any Lender or by any commercial bank organized under the laws of the United States of America or
any state thereof having combined capital and surplus of not less than $500,000,000; (c) commercial paper of an issuer rated at least "A-1" by S&P or "P-1" by Moody's,
or carrying an equivalent rating by a nationally recognized rating agency if both of the two named rating agencies cease publishing ratings of commercial paper issuers generally, and maturing within
six months from the date of acquisition; (d) repurchase obligations of any Lender or of any commercial bank satisfying the requirements of clause (b) of this definition,
having a term of not more than 30 days with respect to securities issued or fully guaranteed or insured by the United States government; (e) securities with maturities of one year or
less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state,
commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are
rated at least "A" by S&P or "A" by Moody's; (f) securities with maturities of six months or less from the date of acquisition backed by standby letters of credit issued by any Lender or
any commercial bank satisfying the requirements of clause (b) of this definition; or (g) shares of money market mutual or similar funds that invest exclusively in assets
satisfying the requirements of clauses (a) through (f) of this definition. 


        "CERCLA" means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended. 



        "Certificate Re Non-Bank Status" means a certificate substantially in the form of  Exhibit F. 


        "Class" means (i) with respect to Lenders, each of the following classes of Lenders: (a) Lenders having Term Loan Exposure
and (b) Lenders having Revolving Loan Exposure (including Swingline Lender), and (ii) with respect to Loans, each of the following classes of Loans: (a) Term Loans and
(b) Revolving Loans (including Swingline Loans). 


        "Closing Date" means the date on which the Term Loans are made. 


        "Closing Date Certificate" means a certificate substantially in the form of  Exhibit G-1. 


        "Closing Date Projections" as defined in Section 4.1(c). 


        "Closing Date Transactions" as defined in the recitals hereto. 


        "Code" means the Internal Revenue Code of 1986, as amended. 


5







 

        "Collateral" means, collectively, all of the real, personal and mixed property (including Capital Stock) in which Liens are purported to
be granted pursuant to the Security Documents as security for the Obligations. 


        "Commitment" means any Revolving Commitment or Term Loan Commitment. 


        "Commonly-Controlled Entity" means an entity, whether or not incorporated, that is under common control with Borrower within the meaning
of Section 4001 of ERISA, or is part of a group that includes Borrower and that is treated as a single employer under Section 414 of the Code or of which Borrower is a general partner. 



        "Compliance Certificate" means a certificate substantially in the form of  Exhibit C. 


        "Confidential Information Memorandum" means the Confidential Information Memorandum dated April 2004 and furnished to Lenders. 


        "Consolidated Adjusted Debt" means, as of the last day of any period, the sum of (a) Funded Debt of Borrower and its Restricted
Subsidiaries as of such date less the amount of unrestricted and unencumbered Cash and Cash Equivalents of Borrower and its Restricted Subsidiaries as
of such date (provided that, Cash and Cash Equivalents subject to Liens granted under the Security Documents shall not be deemed to be restricted or
encumbered as a result thereof), and (b) the product of 8 times Consolidated Lease Expense for such period. 


        "Consolidated Adjusted Interest Coverage Ratio" means, for any period, the ratio of (a) Consolidated EBITDAR of Borrower and its
Restricted Subsidiaries for such period, to (b) the sum of (i) Consolidated Interest Expense of Borrower and its Restricted Subsidiaries for such period
(provided that, Consolidated Interest Expense shall be calculated on a pro forma basis to give effect to
Indebtedness incurred during such period to finance Permitted Acquisitions or other acquisitions as if such Indebtedness had been incurred on the first day of such period; and  provided further that, for
any four-quarter period that commences prior to the Closing Date, Consolidated Interest Expenses shall be
computed for the period (for purposes of this proviso, the "Stub Period") from the first day of such four-quarter period to (but not
including) the Closing Date on the
assumption that (I) all Indebtedness incurred on the Closing Date (including all Loans outstanding on the Closing Date) was incurred on the first day of the Stub Period and that the rate of
interest applicable thereto on the Closing Date was in effect throughout the Stub Period, and (II) (x) all Indebtedness outstanding under the Third Restated Credit Agreement immediately
prior to the Closing Date being repaid on the Closing Date or converted into Term Loans was repaid on the first day of the Stub Period, and (y) all Existing Senior Subordinated Notes accepted
for payment in the Tender Offer were repaid on the first day of the Stub Period), and (ii) Consolidated Lease Expense of Borrower and its Restricted Subsidiaries for such period. 


        "Consolidated Adjusted Leverage Ratio" means, for any period, the ratio of (a) Consolidated Adjusted Debt as of the last day of
such period to, (b) Consolidated EBITDAR of Borrower and its Restricted Subsidiaries for such period. 



        "Consolidated Current Assets" means, as at any date of determination, the total assets of Borrower and its Restricted Subsidiaries on a
consolidated basis that may properly be classified as current assets in conformity with GAAP, excluding Cash and Cash Equivalents. 


        "Consolidated Current Liabilities" means, as at any date of determination, the total liabilities of Borrower and its Restricted
Subsidiaries on a consolidated basis that may properly be classified as current liabilities in conformity with GAAP, excluding the current portion of long term debt. 



        "Consolidated EBITDA" means, as to Borrower and its Restricted Subsidiaries, for any applicable period, the difference of (a) the
sum (without duplication) of (i) Consolidated Net Income of Borrower and its Restricted Subsidiaries for such period, plus (ii) the
amounts deducted by Borrower and its 


6







 



Restricted
Subsidiaries in determining such Consolidated Net Income for such period representing (s) noncash minority interest expense, (t) noncash charges (including noncash
Consolidated Lease Expense and noncash theatre closing costs), amortization (including amortization of deferred financing fees), depreciation, noncash restructuring charges or reserves, and other
noncash reserves and nonrecurring charges, (u) all federal, state and local taxes (whether paid in cash or deferred) computed on the basis of income, (v) Consolidated Interest Expense
and noncash interest expense, (w) expenses or charges incurred in connection with the issuance of debt or equity securities, and up-front fees paid with respect to credit facilities
provided by banks and other financial institutions, (x) Transaction Costs and other one-time fees, costs and expenses (including legal fees and costs) in connection with the Closing
Date Transactions and actions related thereto (including obtaining title insurance, making filings and recordings of mortgages, deeds of trust, financing statements and other actions contemplated by
the Loan Documents), (y) expenses or charges incurred in connection with real estate financings consummated during such period, and (z) fees and expenses paid in connection with
Permitted Acquisitions consummated and Investments made during such period, minus (b) the amounts included by Borrower and its Restricted
Subsidiaries in determining such Consolidated Net Income for such period representing (x) noncash gains, (y) nonrecurring gains, and (z) cash payments made during such period with
respect to noncash charges or reserves included in (a)(ii) above for a prior period; provided that (without duplication), "Consolidated EBITDA"
for any applicable period shall be (A) determined on the basis that any Permitted Acquisitions, other acquisitions or dispositions of revenue producing assets that were consummated during such
period, were consummated on the first day of such period, (B) determined on the basis that any designation of a Subsidiary as an Unrestricted Subsidiary or a Restricted Subsidiary, as the case
may be, that occurred during such period occurred on the first day of such period, and (C) increased or decreased, as the case may be, to reflect the projected good faith identifiable and
supportable net cost saving or additional net costs, as the case may be, resulting from any Permitted Acquisition consummated during such period by combining the operations of such acquisition with
the operations of Borrower and its Restricted Subsidiaries (as determined by Borrower based on reasonable assumptions and computations set forth in sufficient detail and that are reasonably
acceptable, in substance, to Administrative Agent, which determination shall be made on each date on which a Compliance Certificate for such applicable period is delivered, all in compliance with the
requirements of Regulation S-X for a Form S-1 registration statement under the Securities Act); provided further
that, so long as such net savings or additional net costs will be realizable at any time during such period, it may be assumed, for the purpose of this clause, that such net cost savings or additional
net costs will be realizable during the entire period. 


        "Consolidated EBITDAR" means, as to Borrower and its Restricted Subsidiaries for any period, Consolidated EBITDA for such period  plus, without duplication, the sum of
all rent expense (calculated by giving effect to the adjustments to the asset base described in the definition of
"Consolidated EBITDA" herein) of Borrower and its Restricted Subsidiaries for such period. 


        "Consolidated Excess Cash Flow" means, as to Borrower and its Restricted Subsidiaries for the period commencing on May 1, 2004 and
ending on July 1, 2004 or December 30, 2004, as applicable, and for each Fiscal Quarter and Fiscal Year thereafter, an amount equal to: (i) the sum, without duplication, of the
amounts for such period of (a) Consolidated Net Income, (b) Consolidated Working Capital Adjustment, (c) to the extent deducted in calculating Consolidated Net Income, expenses,
premiums or charges incurred in connection with the issuance of debt or equity securities, fees paid in respect of credit facilities provided by banks and other financial institutions, and
one-time fees, costs and expenses (including legal fees and costs) in connection with the Closing Date Transactions and actions related thereto (including obtaining title insurance, making
filings and recordings of mortgages, deeds of trust, financing statements, and other actions contemplated by the Loan Documents), (d) depreciation and amortization deducted in determining such
Consolidated Net Income, and (e) other noncash charges or losses deducted in determining such Consolidated Net Income, minus (ii) the sum,
without duplication, of the amounts for such period of (a) voluntary and scheduled 


7







 



repayments
of Consolidated Total Debt (excluding (1) repayments of Revolving Loans and Swingline Loans or similar types of Indebtedness, except to the extent that the Revolving Commitments or
similar commitments are permanently reduced in connection with such repayments, and (2) repayments financed with Indebtedness), (b) Capital Expenditures made with internally-generated
cash (net of any proceeds of (x) any related financings with respect to such expenditures, and (y) any Asset Sales used to finance such expenditures), and (c) noncash gains
included in determining such Consolidated Net Income. 


        "Consolidated Interest Expense" means, as to Borrower and its Restricted Subsidiaries for any period, total cash interest expense
(including that attributable to Capital Lease Obligations) of Borrower and its Restricted Subsidiaries for such period with respect to all outstanding Indebtedness of Borrower and its Restricted
Subsidiaries (including all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers' acceptance financing and net costs under Hedge Agreements in respect
of interest rates to the extent such net costs are allocable to such period in accordance with GAAP). 


        "Consolidated Lease Expense" means, for any period, the aggregate amount of fixed and contingent cash rentals payable by Borrower and its
Restricted Subsidiaries (determined on a consolidated basis in accordance with GAAP), for such period with respect to leases of real and personal property;  provided that, (i) payments in respect of
Capital Lease Obligations or EITF 97-10 Capital Lease Obligations shall not constitute
Consolidated Lease Expense, (ii) Consolidated Lease Expense shall be calculated by giving effect to the adjustments to the asset base described in the definition of "Consolidated EBITDA"
herein, and (iii) payments in respect of Synthetic Lease Obligations shall not constitute Consolidated Lease Expense. 


        "Consolidated Leverage Ratio" means, as at the last day of any period of four consecutive Fiscal Quarters, the ratio of
(a) Consolidated Total Debt on such day, to (b) Consolidated EBITDA for such period. 


        "Consolidated Net Income" means, as to Borrower and its Restricted Subsidiaries for any period, the consolidated net income (or loss) of
Borrower and its Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP; provided that, in calculating such
Consolidated Net Income for any period, there shall be excluded (a) the income (or deficit) of any Restricted Subsidiary accrued prior to the date it becomes a Restricted Subsidiary or is
merged into or consolidated with Borrower or any of its Restricted Subsidiaries, except as set forth in clause (A) of the first proviso of the definition of Consolidated EBITDA,
(b) the income (or deficit) of any Person (other than a Restricted Subsidiary) in which Borrower or any of its Restricted Subsidiaries has an ownership interest, except to the extent that any
such income is actually received by Borrower or such Restricted Subsidiary in the form of dividends or similar distributions, (c) the undistributed earnings of any Restricted Subsidiary to the
extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary is not at the time permitted by the terms of any Contractual Obligation (other than under any
Loan Document) or Requirement of Law applicable to such Restricted Subsidiary, and (d) all gains (but not losses) that are either extraordinary (as determined in accordance with GAAP) or are
either unusual or nonrecurring (including any gain from the sale or other disposition of assets outside the ordinary course of business or from the issuance or sale of any capital stock). 


        "Consolidated Senior Debt" means all Consolidated Total Debt other than Subordinated Debt. 



        "Consolidated Senior Leverage Ratio" means as of the last day of any period of four consecutive Fiscal Quarters, the ratio of
(a) Consolidated Senior Debt on such day, to (b) Consolidated EBITDA for such period. 


8







 



        "Consolidated Total Debt" means, at any date of determination, the aggregate principal amount of all Funded Debt of Borrower and its
Restricted Subsidiaries at such date, determined on a consolidated basis in accordance with GAAP, less the amount of unrestricted and unencumbered Cash
and Cash Equivalents of Borrower and its Restricted Subsidiaries as of such date (provided that, Cash and Cash Equivalents subject to Liens granted
under the Security Documents shall not be deemed to be restricted or unencumbered as a result thereof). 


        "Consolidated Working Capital" means, as at any date of determination, the excess of Consolidated Current Assets over Consolidated Current
Liabilities as at such date. 


        "Consolidated Working Capital Adjustment" means, for any period on a consolidated basis, the amount (which may be a negative number) by
which Consolidated Working Capital as at the beginning of such period exceeds (or is less than) Consolidated Working Capital as at the end of such period. 


        "Contingent Obligation" means, as to any Person (the "guaranteeing person"), any
obligation of (a) the guaranteeing person or (b) another Person (including any bank under any letter of credit) to induce the creation of which the guaranteeing person has issued a
reimbursement, counterindemnity or similar obligation guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends or other obligations (the "primary
obligations") of any other Person (the "primary obligor") in any manner, whether directly or indirectly, including any
obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or any Property constituting direct or indirect security therefor, (ii) to
advance or supply funds (1) for the purchase or payment of any such primary obligation, or (2) to maintain working capital or equity capital of the primary obligor or otherwise to
maintain the net worth or solvency of the primary obligor, (iii) to purchase Property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of
the ability of the primary obligor to make payment of such primary obligation, or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect
thereof; provided that, the term Contingent Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of
business. The amount of any Contingent Obligation of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary
obligation in respect of which such Contingent Obligation is made, and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying
such Contingent Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such
Contingent Obligation shall be such guaranteeing person's maximum reasonably anticipated liability in respect thereof as determined by Borrower in good faith. 


        "Continuing Director" means, as to any Person, during any period of 12 consecutive months after the Closing Date, individuals who
at the beginning of any such 12-month period constituted the board of directors of such Person (together with any new directors whose election by such board or whose nomination for
election by the shareholders of such Person was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose election or
nomination for election was previously so approved, including new directors designated in or provided for in an agreement regarding the merger, consolidation or sale, transfer or other conveyance, of
all or substantially all of the assets of such Person, if such agreement was approved by a vote of such majority of directors). 


        "Contractual Obligation" means, as to any Person, any provision of any security issued by that Person or of any indenture, mortgage, deed
of trust, contract, undertaking, agreement or other instrument to which that Person is a party or by which it or any of its properties is bound or to which it or any of its properties is subject. 



        "Control Affiliate" means, as to any Person, any other Person that directly or indirectly, is controlled by such Person. For purposes of
this definition, "control" of a Person means the power, 


9







 



directly
or indirectly, to direct or cause the direction of the management and policies of such Person whether by contract or otherwise. 


        "Control Agreement" as defined in the Guaranty and Collateral Agreement. 



        "Conversion/Continuation Date" means the effective date of a continuation or conversion, as the case may be, as set forth in the
applicable Conversion/Continuation Notice. 


        "Conversion/Continuation Notice" means a notice substantially in the form of  Exhibit A-2. 


        "Converted Term Loan" as defined in Section 2.1(c). 



        "Credit Date" means the date of a Credit Extension. 


        "CSFB" as defined in the preamble hereto. 


        "Credit Extension" means the making of a Loan or the issuing of a Letter of Credit. 


        "Default" means a condition or event that, after notice or lapse of time or both, would constitute an Event of Default. 



        "Default Excess" means, with respect to any Defaulting Lender, the excess, if any, of such Defaulting Lender's Pro Rata Share of the
aggregate outstanding principal amount of the Loans of all Lenders (calculated as if all Defaulting Lenders (other than such Defaulting Lender) had funded all of their respective Defaulted Loans) over
the aggregate outstanding principal amount of all Loans of such Defaulting Lender. 


        "Default Period" means, with respect to any Defaulting Lender, the period commencing on the date of the applicable Funding Default and
ending on the earliest of: (i) the date on which all Commitments are cancelled or terminated or the Obligations are declared or become immediately due and payable, (ii) the date on which
(a) the Default Excess with respect to such Defaulting Lender shall have been reduced to zero (whether by the funding by such Defaulting Lender of any of its Defaulted Loans or by the non  pro rata
application of any voluntary or mandatory prepayments of the Loans in accordance with the terms of  Section 2.13 or 2.14 or by a combination thereof),
and (b) such Defaulting Lender shall
have delivered to Borrower and Administrative Agent a written reaffirmation of its intention to honor its obligations hereunder with respect to its Commitments, and (iii) the date on which
Borrower, Administrative Agent and Requisite Lenders waive all Funding Defaults of such Defaulting Lender in writing. 



        "Defaulted Loan" as defined in Section 2.20(g). 


        "Defaulting Lender" as defined in Section 2.20(g). 


        "Deposit Account" as defined in the UCC. 


        "Derivatives Counterparty" as defined in Section 6.6. 



        "Disposition" means with respect to any Property, any sale, lease, sale and leaseback, assignment, conveyance, transfer or other
disposition thereof (including any sale, assignment, conveyance, transfer, disposition or issuance of Capital Stock of any Restricted Subsidiary or any sale, assignment, conveyance, transfer or
disposition of Capital Stock held by Borrower or any Restricted Subsidiary); and the terms "Dispose" and "Disposed
of" shall have correlative meanings. 


        "Disqualified Stock" means any Capital Stock or other ownership or profit interest of any of Borrower or its Subsidiaries that any such
Person is or, upon the passage of time or the occurrence of any event may become, obligated to redeem, purchase, retire, defease or otherwise make any payment in respect of such Capital Stock in
consideration other than additional Capital Stock (other than Disqualified Stock), if such obligation matures or has the potential to mature sooner than one year after the repayment in full of all
Obligations hereunder. 


10







 



        "Dollars" and the sign "$" mean the lawful money of the United States of America. 



        "Domestic Subsidiary" means any Restricted Subsidiary organized under the laws of the United States of America, any state thereof or the
District of Columbia. 


        "EITF 97-10 Capital Lease Obligations" means obligations that are classified as "Capital Lease Obligations" under generally
accepted accounting principles in the United States of America due to the application of Emerging Issues Task Force Regulation 97-10, and that, but for such regulation, would not
constitute Capital Lease Obligations. 


        "Eligible Assignee" means (i) any Lender, any Affiliate of any Lender and any Related Fund (any two or more Related Funds being
treated as a single Eligible Assignee for all purposes hereof), and (ii) any commercial bank, insurance company, investment or mutual fund or other entity that is an "accredited investor" (as
defined in Regulation D under the Securities Act) and that extends credit or buys loans as one of its primary businesses; provided that, no
Affiliate or competitor of Borrower, or Terminated Lender shall be an Eligible Assignee. For purposes of this definition, "competitor" means (x) a Person primarily engaged in the same Line of
Business as Borrower, (y) a Person directly or indirectly controlled by or under common control with any Person identified in the preceding clause (x), and (z) a Subsidiary of any
Person identified in the preceding clause (x). 


        "Endorsement" as defined in Section 5.15(b). 


        "Environmental Claim" means any investigation, notice, notice of violation, claim, action, suit, proceeding, demand (conditional or
otherwise), by any Governmental Authority or any other Person or any order or directive by any Governmental Authority, arising (i) pursuant to or in connection with any actual or alleged
violation of any Environmental Law, (ii) in connection with any Hazardous Material or any actual or alleged Hazardous Materials Activity, or (iii) in connection with any actual or
alleged damage, injury, threat or harm to health, safety, natural resources or the environment. 


        "Environmental Laws" means any and all applicable laws, rules, orders, regulations, statutes, ordinances, codes, decrees, or other legally
enforceable requirements (including common law) of any international authority, foreign government, the United States, or any state, local, municipal or other Governmental Authority, regulating,
relating to or imposing liability or standards of conduct concerning Hazardous Materials Activity, protection of the environment, human health, or the generation, use, storage, transportation or
disposal of Hazardous Materials, as has been, is now, or may at any time hereafter be, in effect. 


        "Environmental Permits" means any and all permits, licenses, approvals, registrations, notifications, exemptions and any other
authorization required under any Environmental Law. 


        "ERISA" means the Employee Retirement Income Security Act of 1974, as amended. 



        "ERISA Affiliate" means, as applied to any Person, (i) any corporation that is a member of a controlled group of corporations
within the meaning of Section 414(b) of the Code of which that Person is a member, (ii) any trade or business (whether or not incorporated) that is a member of a group of trades
or businesses under common control within the meaning of Section 414(c) of the Code of which that Person is a member, and (iii) any member of an affiliated service group within the
meaning of Section 414(m) or (o) of the Code of which that Person, any corporation described in clause (i) above or any trade or business described in
clause (ii) above is a member. Any former ERISA Affiliate of Borrower or any of its Subsidiaries shall continue to be considered an ERISA Affiliate of Borrower or any such Subsidiary
within the meaning of this definition with respect to the period such entity was an ERISA Affiliate of Borrower or such Subsidiary and with respect to liabilities arising after such period for which
Borrower or such Subsidiary could be liable under the Code or ERISA. 


11







 



        "ERISA Event" means (i) a "reportable event" within the meaning of Section 4043(c) of ERISA and the regulations
issued thereunder with respect to any Pension Plan (excluding those for which the provision for 30 day notice to the PBGC has been waived by regulation), (ii) the failure to meet the
minimum funding standard of Section 412 of the Code with respect to any Pension Plan (whether or not waived in accordance with Section 412(d) of the Code) or the failure to make
by its due date a required installment under Section 412(m) of the Code with respect to any Pension Plan or the failure to make any required contribution to a Multiemployer Plan,
(iii) the provision by the administrator of any Pension Plan pursuant to Section 4041(a)(2) of ERISA of a notice of intent to terminate such plan in a distress termination
described in Section 4041(c) of ERISA, (iv) the withdrawal by Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates from any Pension Plan with two or more
contributing sponsors or the termination of any such Pension Plan resulting in liability to Borrower, any of its Subsidiaries or any of their respective Affiliates pursuant to Section 4063 or
4064 of ERISA, (v) the institution by the PBGC of proceedings to terminate any Pension Plan, or the occurrence of any event or condition which might constitute grounds under ERISA for the
termination of, or the appointment of a trustee to administer, any Pension Plan, (vi) the imposition of liability on Borrower, any of its Subsidiaries or any of their respective ERISA
Affiliates pursuant to Section 4062(e) or 4069 of ERISA or by reason of the application of Section 4212(c) of ERISA, (vii) the withdrawal of Borrower, any of its
Subsidiaries or any of their respective ERISA Affiliates in a complete or partial withdrawal (within the meaning of Sections 4203 and 4205 of ERISA) from any Multiemployer Plan if there is any
potential liability therefore, or the receipt by Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates of notice from any Multiemployer Plan that it is in reorganization or
insolvency pursuant to Section 4241 or 4245 of ERISA, or that it intends to terminate or has terminated under Section 4041A or 4042 of ERISA, (viii) the occurrence of an act or
omission which could give rise to the imposition on Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates of fines, penalties, taxes or related charges under Chapter 43 of the
Code or under Section 409, Section 502(c), (i) or (l), or Section 4071 of ERISA in respect of any Employee Benefit Plan, (ix) the assertion of a material claim
(other than routine claims for benefits) against any Employee Benefit Plan other than a Multiemployer Plan or the assets thereof, or against Borrower, any of its Subsidiaries or any of their
respective ERISA Affiliates in connection with any Employee Benefit Plan, (x) receipt from the Internal Revenue Service of notice of the failure of any Pension Plan (or any other Employee
Benefit Plan intended to be qualified under Section 401(a) of the Code) to qualify under Section 401(a) of the Code,
or the failure of any trust forming part of any Pension Plan to qualify for exemption from taxation under Section 501(a) of the Code, or (xi) the imposition of a Lien pursuant to
Section 401(a)(29) or 412(n) of the Code or pursuant to ERISA with respect to any Pension Plan. 


        "Eurodollar Rate Loan" means a Loan bearing interest at a rate determined by reference to the Adjusted Eurodollar Rate. 



        "Event of Default" means each of the conditions or events set forth in Section 7.1. 


        "Exchange Act" means the Securities Exchange Act of 1934, as amended. 


        "Excluded Foreign Subsidiary" means a Foreign Subsidiary in respect of which either (i) the pledge of all of the Capital Stock of
such Subsidiary as Collateral, or (ii) the guaranteeing by such Subsidiary of the Obligations, would, in the good faith judgment of Borrower, result in material adverse tax consequences to
Borrower and its Restricted Subsidiaries, taken as a whole; provided that, a Foreign Subsidiary that is treated as a pass-through entity for
United States federal income tax purposes shall not be an Excluded Foreign Subsidiary while so treated. 


        "Existing Letters of Credit" means all letters of credit outstanding on the Closing Date described on  Schedule 1.1, which are deemed to be Letters of Credit
hereunder. 


12







 



        "Existing Mortgage" means any mortgage, deed of trust or deed to secure debt, as applicable, granted as security for all or any of the
obligations under any of the Original Credit Agreement, Restated Credit Agreement, Second Restated Credit Agreement or Third Restated Credit Agreement and that is still in effect on the Closing Date,
as the same has been or may be amended, supplemented or otherwise modified from time to time. 


        "Existing Senior Subordinated Note Indenture" means the Indenture, dated as of January 29, 2002, entered into by Borrower in
connection with the issuance of the Existing Senior Subordinated Notes, as the same may have been amended, restated, supplemented, replaced or otherwise modified from time to time. 


        "Existing Senior Subordinated Notes" means the senior subordinated notes of Borrower issued and outstanding pursuant to the Existing
Senior Subordinated Note Indenture. 


        "Existing Term Loans" means the term loans outstanding under the Third Restated Credit Agreement immediately prior to the effectiveness of
this Agreement. 


        "Existing Title Policy" as defined in Section 5.15(b). 


        "Facility" means any real property (including all buildings, fixtures or other improvements located thereon) now, hereafter or heretofore
owned, leased, operated or used by Borrower or any of its Subsidiaries or any of their respective predecessors or Affiliates. 


        "Federal Funds Effective Rate" means for any day, the rate per annum (expressed, as a decimal, rounded upwards, if necessary, to the next
higher 1/100 of 1%) equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day, as
published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that, (i) if such day is not a Business
Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (ii) if no such rate
is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate charged to Administrative Agent, in its capacity as a Lender, on such day on such
transactions as determined by Administrative Agent. 


        "Final Maturity Date" means the latest to occur of the Term Loan Maturity Date and the maturity date of each other tranche of term loans
hereunder, if any. 


        "First Priority" means, with respect to any Lien purported to be created in any Collateral pursuant to any Security Document, that such
Lien is the only Lien to which such Collateral is subject, other than any Permitted Lien. 


        "Fiscal Quarter" means each fiscal quarter of Borrower. References herein to a particular Fiscal Quarter
(e.g., "2nd Fiscal Quarter of 2004" refer to the number of Fiscal Quarters elapsed in a particular Fiscal Year (including such Fiscal
Quarter)). 


        "Fiscal Year" means a fiscal year of Borrower, each of which shall, subject to any change in accordance with  Section 6.12, commence on the first Friday after
December 25, and end on the first Thursday after the ensuing December 25.
References herein to a particular Fiscal Year (e.g., "Fiscal Year 2004"), shall mean the calendar year during which the majority of such Fiscal Year
occurs. 


        "Flood Hazard Property" means any Real Estate Asset subject to a Mortgage in favor of Administrative Agent, for the benefit of the Secured
Parties, and located in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards. 


        "Foreign Assets" means assets (other than Persons constituting Foreign Subsidiaries) acquired by a Foreign Subsidiary in a Permitted
Acquisition or pursuant to Section 6.8(m). 


13









   
        "Foreign Subsidiary" means any Subsidiary that is not a Domestic Subsidiary. 


        "Foreign Subsidiary Investment Basket" means an amount (not less than zero) equal to $150,000,000,  minus (a) the fair market value (determined at the time of
acquisition) of Foreign Subsidiaries or Foreign Assets acquired pursuant to  Section 6.8(f) and applied to reduce the Foreign Subsidiary Investment Basket as set forth therein,
minus (b) the aggregate amount of Investments made by Borrower and its Domestic Subsidiaries in Foreign Subsidiaries or Foreign Assets since the
Closing Date (other than those referred to in clause (a) and those received as a capital contribution), plus (c) the aggregate
amount of Net Cash Proceeds received by Borrower and its Domestic Subsidiaries from Dispositions of Foreign Subsidiaries or Foreign Assets since the Closing Date. 


        "Fund" means any Person (other than a natural person) that is or will be engaged in making, purchasing, holding or otherwise investing in
commercial loans and similar extensions of credit in the ordinary course of its business. 



        "Funded Debt" means, as to any Person, all Indebtedness of such Person of the types described in clauses (a) through (e) of
the definition of "Indebtedness" herein. 


        "Funding Default" as defined in Section 2.20(g). 


        "Funding Notice" means a notice substantially in the form of  Exhibit A-1. 


        "GAAP" means, subject to the limitations on the application thereof set forth in  Section 1.2, United States generally accepted accounting principles in effect as of
the date of determination thereof. 


        "Governmental Acts" means any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or
Governmental Authority. 


        "Governmental Authority" means any federal, state, municipal, national or other government, governmental department, commission, board,
bureau, court, agency or instrumentality or political
subdivision thereof or any entity or officer exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to any government or any court, in each case whether
associated with a state of the United States, the United States, or a foreign entity or government. 


        "Governmental Authorization" means any permit, license, authorization, plan, directive, consent order or consent decree of or from any
Governmental Authority. 


        "Guarantied Obligations" as defined in the Guaranty and Collateral Agreement. 



        "Guarantor" means each Restricted Subsidiary, other than (i) any Excluded Foreign Subsidiary, (ii) Clark Regal LLC,
(iii) Green Hills Commons, LLC and (iv) the UA Subsidiaries (solely when the UA Pass-Through Certificates Restriction is in effect). 


        "Guaranty" means the guaranty of each Guarantor set forth in the Guaranty and Collateral Agreement. 


        "Guaranty and Collateral Agreement" means the Amended and Restated Guaranty and Collateral Agreement, to be dated as of the date hereof
and to be executed by Borrower and each Guarantor, substantially in the form of Exhibit H-1, as it may be amended, restated,
supplemented or otherwise modified from time to time. 


        "Guaranty and Pledge Agreement" means the Limited Guaranty and Pledge Agreement, to be dated as of the date hereof and to be executed by
Holdings, substantially in the form of Exhibit H-2, as it may be amended, restated, supplemented or otherwise modified from time to
time. 


        "Hazardous Materials" means any chemical, material, substance or waste, exposure to which is prohibited, limited or regulated by any
Governmental Authority, or that is defined or included as "hazardous" or "toxic," or as a "pollutant" or "contaminant," in or under any Environmental Law 


14







 



(including
any "hazardous substance," as defined in CERCLA, and any "hazardous waste," as defined in the Resource Conservation and Recovery Act of 1976, as amended), or that poses or could pose a
hazard to the health and safety of the owners, occupants or any Persons in the vicinity of any Facility or to the indoor or outdoor environment, and in any event including any petroleum or petroleum
product, asbestos or asbestos-containing material, polychlorinated biphenyls, fungus or mold. 


        "Hazardous Materials Activity" means any past, current, proposed or threatened activity, event or occurrence involving any Hazardous
Materials, including the use, manufacture, possession, storage, holding, presence, existence, location, Release, threatened Release, discharge, placement, generation, transportation, processing,
construction, treatment, abatement, removal, remediation, disposal, disposition or handling of any Hazardous Materials, and any corrective action or response action required under an Environmental Law
with respect to any of the foregoing. 


        "Hedge Agreement" an Interest Rate Agreement entered into between Borrower and any Lender Counterparty that has been designated as a Hedge
Agreement by such Lender Counterparty and Borrower, by notice to Administrative Agent not later than 90 days after the execution and delivery thereof by Borrower;  provided that, the designation of
any Interest Rate Agreement as a Hedge Agreement shall not create in favor of any Lender Counterparty any rights in
connection with the management or release of any Collateral or of the obligations of any Guarantor under the Guarantee and Collateral Agreement. 


        "Highest Lawful Rate" means the maximum lawful interest rate, if any, that at any time or from time to time may be contracted for,
charged, or received under the laws applicable to any Lender that are presently in effect or, to the extent allowed by law, under such applicable laws that may hereafter be in effect and that allow a
higher maximum nonusurious interest rate than applicable laws now allow. 


        "Historical Financial Statements" as defined in Section 4.1(b). 



        "Holdings" means Regal Entertainment Holdings, Inc., a Delaware corporation. 


        "Increased-Cost Lender" as defined in Section 2.21. 


        "Indebtedness" means, with respect to any Person, without duplication, (a) all indebtedness of such Person for borrowed money,
(b) all obligations of such Person for the deferred purchase price of Property or services (other than trade payables incurred in the ordinary course of such Person's business), (c) all
obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all indebtedness created or arising under any conditional sale or other title retention
agreement with respect to Property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale
of such Property), (e) all Capital Lease Obligations or Synthetic Lease Obligations of such Person, (f) all obligations of such Person, contingent or otherwise, as an account party under
bankers' acceptance, letter of credit or similar facilities, (g) all obligations of such Person, contingent or otherwise, to purchase, redeem, retire or otherwise acquire for value any Capital
Stock of such Person, (h) all Contingent Obligations of such Person in respect of obligations of the kind referred to in clauses (a) through (g) above, (i) all obligations
of the kind referred to in clauses (a) through (h) above secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien
on Property (including accounts and contract rights) owned by such Person, whether or
not such Person has assumed or become liable for the payment of such obligation, (j) for the purposes of Section 7.1(b) only, all
obligations of such Person in respect of Hedge Agreements, and (k) the liquidation value of any Preferred Stock of such Person or its Subsidiaries held by any Person other than such Person and
its Wholly-Owned Subsidiaries; provided that, obligations incurred under the UA Pass-Through Trust Documents shall not constitute
Indebtedness for any purposes hereunder. 


        "Indemnified Liabilities" means, collectively, any and all liabilities, obligations, losses, damages (including natural resource damages),
penalties, claims (including Environmental Claims), costs 


15







 



(including
the costs of any investigation, study, sampling, testing, abatement, cleanup, removal, remediation or other response action necessary to remove, remediate, clean up or abate any Hazardous
Materials Activity), expenses and disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel for Indemnitees in connection with any investigative,
administrative or judicial proceeding commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto, and any fees or expenses
incurred by Indemnitees in enforcing its indemnity), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including
securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted
against any such Indemnitee, in any manner relating to or arising out of (i) this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby (including the
Lenders' agreement to make Credit Extensions or the use or intended use of the proceeds thereof, or any enforcement of any of the Loan Documents (including any sale of, collection from, or other
realization on any of the Collateral or the enforcement of the Guaranty)), or (ii) any Environmental Claim or any Hazardous Materials Activity relating to or arising from, directly or
indirectly, any past or present activity, operation, land ownership, or practice of Borrower or any of its Subsidiaries. 


        "Indemnitee" as defined in Section 9.3. 



        "Insolvency" means, with respect to any Multiemployer Plan, the condition that such Plan is insolvent within the meaning of
Section 4245 of ERISA. 


        "Installment" as defined in Section 2.12. 


        "Installment Date" as defined in Section 2.12. 


        "Insurance Requirements" all material terms of any insurance policy required pursuant to this Agreement or any Security Document and all
material regulations and then current standards applicable to or affecting any Mortgaged Property or any part thereof or any use or condition thereof that may, at any time, be recommended by the Board
of Fire Underwriters, if any, having jurisdiction over any Mortgaged Property, or any other body exercising similar functions. 


        "Intellectual Property" means the collective reference to all rights, priorities and privileges relating to intellectual property, whether
arising under United States, state, multinational or foreign laws or otherwise, including copyrights, patents, trademarks, service-marks, technology, know-how and processes, recipes,
formulas, trade secrets, or licenses (under which the applicable Person is licensor or has assignable rights as a licensee) relating to any of the foregoing and all rights to sue at law or in equity
for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom. 


        "Intellectual Property Security Agreement" as defined in the Guaranty and Collateral Agreement. 


        "Intercompany Note" means a promissory note evidencing Indebtedness payable by Borrower or any Loan Party (in each case, as payor) to any
other Loan Party (as payee), substantially in the form of Exhibit J, or otherwise in form and substance satisfactory to Administrative Agent. 


        "Interest Payment Date" means (i) with respect to any Base Rate Loan, the last day of each March, June, September and
December of each year, commencing on the first such date to occur after the Closing Date, and the final maturity date of such Loan, and (ii) with respect to any Eurodollar Rate Loan, the
last day of each Interest Period applicable to such Loan, provided that, in the case of each Interest Period of longer than three months,
"Interest Payment Date" shall also include each date that is three months, or an integral multiple thereof, after the commencement of such Interest Period. 


        "Interest Period" means, in connection with a Eurodollar Rate Loan, an interest period of one, two, three, six or (if available to all
Lenders with Loans affected thereby) twelve months, as selected by 


16







 



Borrower
in the applicable Funding Notice or Conversion/Continuation Notice, (i) initially, commencing on the Credit Date or Conversion/Continuation Date thereof, as the case may be, and
(ii) thereafter, commencing on the day on which the immediately preceding Interest Period expires; provided that, (a) if an Interest
Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding Business Day unless no further Business Day occurs in such month, in which
case such Interest Period shall expire on the immediately preceding Business Day, (b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there
is no numerically corresponding day in the calendar month at the end of such Interest Period) shall, subject to clauses (c) and (d), of this definition, end on the last Business Day of a
calendar month, (c) no Interest Period with respect to any Term Loan shall extend beyond the Term Loan Maturity Date, and (d) no Interest Period with respect to any Revolving Loan shall
extend beyond the Revolving Commitment Termination Date. 


        "Interest Rate Agreement" means any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest
rate hedging agreement or other similar agreement or arrangement, each of which is for the purpose of hedging the interest rate exposure associated with the operations of Borrower and its Subsidiaries
and not for speculative purposes. 


        "Interest Rate Determination Date" means, with respect to any Interest Period, the date that is two Business Days prior to the first day
of such Interest Period. 


        "Investment" as defined in Section 6.8. 


        "Issuance Notice" means a notice substantially in the form of  Exhibit A-3. 



        "Issuing Bank" means CSFB, as Issuing Bank hereunder, together with its permitted successors and assigns in such capacity. 


        "Joint Venture" means a joint venture, partnership or other similar arrangement, whether in corporate, partnership or other legal form;  provided that, in no event shall
any corporate Subsidiary of any Person be considered to be a Joint Venture to which such Person is a party. 



        "Lender" means each financial institution listed on the signature pages hereto as a Lender, and any other Person that becomes a
Lender hereto pursuant to an Assignment Agreement. 


        "Lender Counterparty" means a Lender (or an Affiliate thereof) that is a counterparty to a Hedge Agreement (including any Person who was a
Lender (or an Affiliate of a Lender) as of the date such Person entered into a Hedge Agreement but subsequently ceased to be a Lender), including each such Affiliate that enters into a joinder
agreement with Administrative Agent. 


        "Letter of Credit" means a standby letter of credit issued or to be issued by Issuing Bank pursuant to this Agreement. 


        "Letter-of-Credit Sublimit" means, as at any date of determination, the lesser of (i) $30,000,000, and
(ii) the aggregate unused amount of the Revolving Commitments then in effect. 


        "Letter-of-Credit Usage" means, as at any date of determination, the sum of (i) the maximum aggregate
amount that is, or at any time thereafter may become, available for drawing under all Letters of Credit then outstanding, and (ii) the aggregate amount of all drawings under Letters of Credit
honored by Issuing Bank and not theretofore reimbursed by or on behalf of Borrower. 


        "Lien" means (i) any lien, mortgage, pledge, assignment, hypothecation, claim, restriction, security interest, fixed or floating
charge, or encumbrance of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement, and any lease in the nature thereof) and any option,
trust or other preferential arrangement having the practical effect of any of the foregoing, and (ii) in the case of Securities, any purchase option, call or similar right of a third party with
respect to such Securities. 


17







 



        "Line of Business" as defined in Section 6.15. 


        "Loan" means a Term Loan, a Revolving Loan or a Swingline Loan. 



        "Loan Document" means any of this Agreement, the Notes, if any, the Security Documents, any documents or certificates executed by Borrower
in favor of Issuing Bank relating to Letters of Credit, and all other documents, instruments or agreements executed and delivered by a Loan Party or by Holdings for the benefit of any Agent, Issuing
Bank or any Lender in connection herewith. 


        "Loan Party" means Borrower, each Guarantor and each other Subsidiary of Borrower that is a party to a Loan Document. 



        "Margin Stock" as defined in Regulation U of the Board of Governors of the Federal Reserve System as in effect from time to time. 


        "Material Adverse Effect" means a material adverse change in or affecting (a) the condition (financial or otherwise), results of
operation, assets, liabilities or management of the Loan Parties, taken as a whole, or that calls into question in any material and adverse respect the Projections previously supplied to the Lenders,
(b) the validity or enforceability of this Agreement or any of the other Loan Documents, (c) the validity, enforceability or priority of the Liens purported to be created by the Security
Documents, or (d) the rights or remedies of Administrative Agent and the Lenders hereunder or under any of the other Loan Documents; provided
that, in no event shall an event that results in a material adverse change that is limited to an individual Mortgage constitute a Material Adverse Effect for purposes of clauses (b), (c) or
(d) of this definition. 


        "Moody's" means Moody's Investor Services, Inc. 


        "Mortgage" means an Existing Mortgage or a New Mortgage. 


        "Mortgage Amendment" as defined in Section 5.15(b). 


        "Mortgaged Property" means any Real Estate Asset that is subject to a Mortgage. 


        "Multiemployer Plan" means any Plan that is a multiemployer plan as defined in Section 3(37) or 4001(a)(3) of ERISA. 



        "Net Cash Proceeds" means (a) in connection with any Asset Sale or any Recovery Event, the proceeds thereof in the form of Cash and
cash equivalents (including any such proceeds received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise, but
only as and when the benefit is received) of such Asset Sale or Recovery Event, net of reasonable and customary attorneys' fees, accountants' fees, and investment banking fees, amounts required to be
applied (and that are so applied) to the repayment of Indebtedness secured by a Lien expressly permitted hereunder on any asset that is the subject of such Asset Sale or Recovery Event (other than any
Lien pursuant to a Security Document), amounts arising from the sale of UA Subsidiaries (other than Capital Stock of a UA First-Tier Subsidiary) or assets of UA Subsidiaries required or
permitted to be applied (and that are so applied) to the repayment of obligations under the UA Pass-Through Trust Documents, and other reasonable and customary fees and expenses, in each
case, to the extent actually incurred in connection therewith and net of taxes paid or reasonably estimated to be payable as a result thereof (after taking into account any available tax credits or
deductions and any tax sharing arrangements); and (b) in connection with any capital contribution or any issuance or sale of Capital Stock or debt securities or instruments or the incurrence of
loans, the cash proceeds received from such capital contribution, issuance or incurrence, net of reasonable and customary attorneys' fees, investment banking fees, accountants' fees, underwriting
discounts and commissions and other reasonable and customary fees and expenses, in each case, to the extent actually incurred in connection therewith (it being understood that cash and cash
equivalents of 


18







 



operating
companies whose Capital Stock is contributed to Borrower as an equity contribution will not constitute Net Cash Proceeds). 


        "New Mortgage" means a mortgage, deed of trust or deed to secure debt, as applicable, substantially in the form of  Exhibit I-1 or otherwise in form and substance
reasonably acceptable to Administrative Agent, granted on or after the Closing Date in
favor of Administrative Agent as security for the Obligations, as it may be amended, supplemented or otherwise modified from time to time. 


        "Nonconsenting Lender" as defined in Section 2.21. 


        "Non-Recourse Debt" means Indebtedness (i) as to which neither Borrower nor any of its Restricted Subsidiaries
(a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable (as a guarantor or
otherwise), or (c) constitutes the lender; (ii) no default with respect to which (including any rights that the holders thereof may have to take enforcement action against any
Unrestricted Subsidiary) would permit (upon notice, lapse of time or both) any holder of any other Indebtedness (other than the Obligations) of Borrower or any of its Restricted Subsidiaries to
declare a default on such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its stated maturity; and (iii) as to which the lenders thereunder will not have
any recourse to the Capital Stock or assets of Borrower or any of its Restricted Subsidiaries. 


        "Non-US Lender" as defined in Section 2.20(e). 


        "Note" means a Term Loan Note, a Revolving Loan Note or a Swingline Note. 


        "Notice" means a Funding Notice, an Issuance Notice, or a Conversion/Continuation Notice. 


        "Obligations" means all obligations of every nature of each Loan Party and of Holdings, including the Guarantied Obligations, from time to
time owed to each Agent (including any former Agent), Lender, Lender Counterparty, or any of them, under any Loan Document or Hedge Agreement (including with respect to a Hedge Agreement, obligations
owed thereunder to any person who was a Lender or an Affiliate of a Lender at the time such Hedge Agreement was entered into), whether for principal, interest (including interest that, but for the
filing of a petition in bankruptcy with respect to such Loan Party or Holdings, would have accrued on any Obligation, whether or not a claim is allowed against such Loan Party or Holdings for such
interest in the related bankruptcy proceeding), Reimbursement Obligations, payments for early termination of Hedge Agreements, fees, expenses, indemnifications or otherwise. 


        "Organizational Documents" means (i) with respect to any corporation, its certificate or articles of incorporation or organization,
as amended, and its bylaws, as amended, (ii) with respect to any limited partnership, its certificate or articles of limited partnership, as amended, and its partnership agreement, as amended,
(iii) with respect to any general partnership, its partnership agreement, as amended, and (iv) with respect to any limited liability company, its certificate or articles of organization,
as amended, and its operating agreement, as amended. In the event any term or condition of this Agreement or any other Loan Document requires any Organizational Document to be certified by a secretary
of state or similar governmental official, the reference to any such "Organizational Document" shall only be to a document of a type customarily certified by such governmental official. 


        "Original Credit Agreement" as defined in the preamble hereto. 



        "Other Taxes" means any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar
levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, the Loan Documents. 


        "Parent" means Regal Entertainment Group, a Delaware corporation. 


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        "Parent Cash Dividend" means the one-time special dividend payable by Borrower to Holdings on the Closing Date in an aggregate
amount not to exceed $915,000,000. 


        "Parent Entity" means a Person that, directly or indirectly, holds 80% or more of Borrower's Capital Stock (excluding any debt security
that is convertible into or exchangeable for Capital Stock) that at the time is entitled to vote in the election of, as applicable, directors, members or partners generally. 



        "Patriot Act" means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA
PATRIOT ACT) Act of 2001, Title III of Pub. L. 107-56, signed into law October 26, 2001. 


        "PBGC" means the Pension Benefit Guaranty Corporation or any successor thereto. 


        "Pension Plan" means any Employee Benefit Plan, other than a Multiemployer Plan, which is subject to Section 412 of the Code or
Section 302 of ERISA. 


        "Permits" means the collective reference to (i) Environmental Permits, and (ii) any and all other franchises, licenses,
leases, permits, approvals, notifications, certifications, registrations, authorizations, exemptions, qualifications, easements, rights of way, Liens and other rights, privileges and approvals
required under any Requirement of Law. 


        "Permitted Acquisition" as defined in Section 6.8(f). 



        "Permitted Investors" means, collectively, the Sponsors and their respective Control Affiliates. 


        "Permitted Liens" means each of the Liens permitted pursuant to Section 6.3. 


        "Permitted Secured Indebtedness" as defined in Section 6.2(f). 


        "Permitted Secured Refinancing" as defined in Section 6.2(j). 



        "Permitted Senior Refinancing" as defined in Section 6.2(l). 


        "Permitted Subordinated Indebtedness" as defined in Section 6.2(i). 


        "Permitted Subordinated Refinancing" as defined in Section 6.2(k). 


        "Person" means and includes natural persons, corporations, limited partnerships, general partnerships, limited liability companies,
limited liability partnerships, joint stock companies, Joint Ventures, associations, companies, trusts, banks, trust companies, land trusts, business trusts or other organizations, whether or not
legal entities, and Governmental Authorities. 


        "Plan" means, at a particular time, any employee benefit plan that is covered by ERISA and that Borrower or any Commonly-Controlled Entity
maintains, administers, contributes to or is required to contribute to or under which Borrower or any Commonly-Controlled Entity could incur any liability. 


        "Pledged Equity Interests" as defined in the Guaranty and Collateral Agreement. 



        "Preferred Stock" means any Capital Stock of any class or classes of a Person which is preferred as to payments of dividends, or as to
distributions upon any liquidation or dissolution, over Capital Stock of any other class of such Person. 


        "Prime Rate" means the rate of interest per annum announced from time to time by CSFB as its prime commercial lending rate in effect at
its principal office in New York City. The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer. CSFB or any other Lender may make
commercial loans or other loans at rates of interest at, above or below the Prime Rate. 


20







 



        "Principal Office" means, for each of Administrative Agent, Swingline Lender and Issuing Bank, such Person's "Principal Office" as set
forth on Appendix B, or such other office as such Person may from time to time designate in writing to Borrower, Administrative Agent and each
Lender. 


        "Projections" as defined in Section 5.2(c). 


        "Property" means any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or
intangible, including Capital Stock. 


        "Pro Rata Share" means (i) with respect to all payments, computations and other matters relating to the Term Loan of any Lender,
the percentage obtained by dividing (a) the Term Loan Exposure of that Lender, by (b) the aggregate Term Loan Exposure of all Lenders; (ii) with respect to all payments,
computations and other matters relating to the Revolving Commitment or Revolving Loans of any Lender or any Letters of Credit issued or participations purchased therein by any Lender or any
participations in any Swingline Loans purchased by any Lender, the percentage obtained by dividing (a) the Revolving Loan Exposure of that Lender, by (b) the aggregate Revolving Loan
Exposure of all Lenders; and (iii) for all other purposes with respect to each Lender, the percentage obtained by dividing (a) an amount equal to the sum of the Term Loan Exposure and
the Revolving Loan Exposure of that Lender, by (b) an amount equal to the sum of the aggregate Term Loan Exposure and the aggregate Revolving Loan Exposure of all Lenders. 



        "Purchase Money Indebtedness" means, with respect to any Person, any Indebtedness of such Person to any seller or other Person incurred to
finance the acquisition, construction, installation or improvement of any real or personal tangible property that is incurred concurrently with or within 60 days following such acquisition,
construction, installation or improvement. 


        "Real Estate Asset" means, at any time of determination, any interest (fee, leasehold or otherwise) then owned by any of Borrower or its
Restricted Subsidiaries in any real property. 


        "Recovery Event" means any cash settlement of or payment in excess of $5,000,000 in respect of any property or casualty insurance or any
condemnation proceeding relating to any asset of any of Borrower or its Restricted Subsidiaries. 


        "Refunded Swingline Loans" as defined in Section 2.3(b)(iv). 


        "Register" as defined in Section 2.7(b). 



        "Regulation D" means Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time. 


        "Regulation T" means Regulation T of the Board of Governors of the Federal Reserve System, as in effect from time to time. 


        "Regulation U" means Regulation U of the Board of Governors of the Federal Reserve System, as in effect from time to time. 



        "Regulation X" means Regulation X of the Board of Governors of the Federal Reserve System, as in effect from time to time. 


        "Reimbursement Date" as defined in Section 2.4(d). 


        "Reimbursement Obligation" means the Obligation of Borrower to reimburse the Issuing Bank pursuant to  Section 2.4(d) for amounts drawn under Letters of Credit.




        "Reinvestment Deferred Amount" means, with respect to any Reinvestment Event, the aggregate Net Cash Proceeds that (i) are received
by Borrower or any of its Restricted Subsidiaries in connection therewith, and (ii) are not applied to prepay the Term Loans pursuant to  Section 2.14(a) as a result of the delivery of a
Reinvestment Notice. 


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        "Reinvestment Event" means any Asset Sale or Recovery Event in respect of which Borrower has delivered a Reinvestment Notice. 


        "Reinvestment Notice" means a written notice executed by an Authorized Officer of Borrower stating that no Default or Event of Default has
occurred and is continuing and that Borrower (directly or indirectly through a Wholly-Owned Subsidiary that is a Restricted Subsidiary to the extent otherwise permitted hereunder) intends and expects
to use all or a specified portion of the Net Cash Proceeds of an Asset Sale or Recovery Event to acquire long-term productive assets of the general type used in the business of Borrower
and its Restricted Subsidiaries. 


        "Reinvestment Prepayment Amount" means, with respect to any Reinvestment Event, the Reinvestment Deferred Amount relating thereto  less any amount expended prior to the
relevant Reinvestment Prepayment Date to acquire long-term productive assets of the general type used
in the business of Borrower and its Restricted Subsidiaries. 


        "Reinvestment Prepayment Date" means, with respect to any Reinvestment Event, the earlier of (a) the date occurring 364 days
after such Reinvestment Event, and (b) the date on which Borrower shall have determined not to, or shall have otherwise ceased to, acquire long-term productive assets of the general
type used in the business of Borrower and its Restricted Subsidiaries with all or any portion of the relevant Reinvestment Deferred Amount. 


        "Related Fund" means, with respect to any Lender that is a fund engaged in making, purchasing, holding or otherwise investing in
commercial loans and similar extensions of credit in the ordinary course, any other fund so engaged that is managed or advised by the same investment advisor as such Lender or by an Affiliate of such
investment advisor. 


        "Related Lender Assignment" has the meaning assigned to that term in  Section 9.6(c). 


        "Release" means any release, spill, emission, leaking, pumping, pouring, injection, escaping, deposit, disposal, discharge, dispersal,
dumping, leaching or migration of any Hazardous Material into the indoor or outdoor environment (including the abandonment or disposal of any barrels, containers or other closed receptacles containing
any Hazardous Material), including the movement of any Hazardous Material through the air, soil, surface water or groundwater. 



        "Reorganization" means, with respect to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning of
Section 4241 of ERISA. 


        "Replacement Lender" as defined in Section 2.21. 


        "Reportable Event" means any of the events set forth in Section 4043(c) of ERISA, other than those events as to which the thirty
day notice period is waived under subsection .27, .28, .29, .30, .31, .32, .34 or .35 of PBGC Reg. Section 4043. 



        "Requirement of Law" means, as to any Person, such Person's obligations in respect of its Organizational Documents, the common law, or any
law, treaty, rule or regulation, judgment, decree or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding on such Person or any of its
Property or to which such Person or any of its Property is subject. 


        "Requisite Class Lenders" means, at any time of determination, (i) for the Class of Lenders having Term Loan
Exposure, Lenders holding more than 50% of the aggregate Term Loan Exposure of all Lenders,
and (ii) for the Class of Lenders having Revolving Loan Exposure, Lenders holding more than 50% of the aggregate Revolving Loan Exposure of all Lenders. 


        "Requisite Lenders" means one or more Lenders having or holding Term Loan Exposure or Revolving Loan Exposure and representing more than
50% of the sum of the aggregate Term Loan Exposure and the aggregate Revolving Loan Exposure of all Lenders. 


22








 



        "Restated Credit Agreement" as defined in the preamble hereto. 


        "Restricted Payment" as defined in Section 6.6. 


        "Restricted Subsidiary" of a Person means any Subsidiary of such Person that is not an Unrestricted Subsidiary. Unless otherwise
indicated, references herein to a Restricted Subsidiary shall mean a Restricted Subsidiary of Borrower. 



        "Revolving Commitment" means the commitment of a Lender to make or otherwise fund any Revolving Loan and to acquire participations in
Letters of Credit and Swingline Loans hereunder. The amount of each Lender's Revolving Commitment, if any, is set forth on  Appendix A-2 or in the applicable Assignment Agreement, subject to any
adjustment or reduction pursuant to the terms and conditions
hereof. The aggregate amount of all the Revolving Commitments as of the Closing Date is $100,000,000. 


        "Revolving Commitment Period" means the period from the Closing Date, to but excluding the Revolving Commitment Termination Date. 



        "Revolving Commitment Termination Date" means the earliest to occur of (i) May 10, 2009, (ii) the date the Revolving
Commitments are permanently reduced to zero pursuant to Section 2.13(b), and (iii) the date of the termination of the Revolving
Commitments pursuant to Section 7.1. 


        "Revolving Lender" means a Lender that has a Revolving Commitment. 


        "Revolving Loan Exposure" means, with respect to any Lender as of any date of determination, the sum of (a) the aggregate
outstanding principal amount of Revolving Loans of such Lender, (b) in the case of Issuing Bank, the aggregate Letter-of-Credit Usage (net of any participations therein
by the other Lenders), (c) the aggregate amount of all participations by such Lender in any outstanding Letters of Credit or any unreimbursed drawing under any Letter of Credit, (d) in
the case of Swingline Lender, the aggregate outstanding principal amount of all Swingline Loans (net of any participations therein by the other Lenders), and (e) the aggregate amount of all
participations by such Lender in any outstanding Swingline Loans. 


        "Revolving Loan" means a loan made by a Lender to Borrower pursuant to Section 2.2. 



        "Revolving Loan Note" means a promissory note in the form of  Exhibit B-2, as it may be amended, supplemented or otherwise modified from time to time. 


        "S&P" means Standard & Poor's Ratings Group, a division of The McGraw Hill Corporation. 


        "SEC" means the Securities and Exchange Commission. 


        "Second Restated Credit Agreement" as defined in the preamble hereto. 


        "Secured Parties" as defined in the Guaranty and Collateral Agreement. 


        "Securities" means any stock, shares, partnership interests, voting trust certificates, certificates of interest or participation in any
profit sharing agreement or arrangement, options, warrants, bonds, debentures, notes, or other evidences of indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in general
any instruments commonly known as "securities" or any certificates of interest, shares or participations in temporary or interim certificates for the purchase or acquisition of, or any right to
subscribe to, purchase or acquire, any of the foregoing. 


        "Securities Act" means the Securities Act of 1933, as amended. 


        "Security Documents" means the Guaranty and Collateral Agreement, the Guaranty and Pledge Agreement, the Intellectual Property Security
Agreement, the Control Agreements (if any), the Mortgages and all other instruments, documents and agreements delivered by any Loan Party or Holdings pursuant to this Agreement or any of the other
Loan Documents in order to grant to 


23







 



Administrative
Agent, for the benefit of Secured Parties, a Lien on any Real Estate Asset or any other Property of such Loan Party or Holdings as security for the Obligations. 


        "Single-Employer Plan" means any Plan that is covered by Title IV of ERISA, but that is not a Multiemployer Plan. 



        "Solvency Certificate" means a certificate of the chief financial officer of Borrower substantially in the form of  Exhibit G-2. 


        "Solvent" means, with respect to any Person, that as of the date of determination, both (i) (a) the sum of such Person's
liabilities (including contingent liabilities) does not exceed the present fair saleable value of such Person's present assets; (b) such Person's capital is not unreasonably small in relation
to its business or with respect to any contemplated or undertaken transaction; and (c) such Person has not incurred and does not intend to incur, or believe (nor should it reasonably believe)
that it will incur, debts beyond its ability to pay such debts as they become due (whether at maturity or otherwise); and (ii) such Person is "solvent" within the meaning given that term and
similar terms under applicable laws relating to fraudulent transfers and conveyances. For purposes of this definition, the amount of any contingent liability at any time shall be computed as the
amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of
whether such contingent liabilities meet the criteria for accrual under Statement of Financial Accounting Standard No. 5). 


        "Specified Change of Control" means a "Change of Control" as defined in, or any similar term in, any other document relating to
Indebtedness in an aggregate outstanding principal amount in excess of $25,000,000 permitted under Section 6.2(i),  6.2(k) or 6.2(l). 


        "Sponsors" means, collectively, Oaktree Capital Management, LLC and Anschutz Company. 


        "Subordinated Debt" means, at any date, the aggregate principal amount of all Funded Debt of Borrower and its Restricted Subsidiaries at
such date that is incurred, assumed or permitted to exist pursuant to Section 6.2(i) or 6.2(k),
determined on a consolidated basis in accordance with GAAP. 


        "Subsidiary" means, with respect to any Person, any corporation, partnership, limited liability company, association, joint venture or
other business entity of which more than 50% of the total voting power of shares of stock or other ownership interests entitled (without regard to the occurrence of any contingency) to vote in the
election of the Person or Persons (whether directors, managers, trustees or other Persons performing similar functions) having the power to direct or cause the direction of the management and policies
thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof;  provided that, in determining the
percentage of ownership interests of any Person controlled by another Person, no ownership interest in the nature of a
"qualifying share" of the former Person shall be deemed to be outstanding. Unless otherwise indicated, references to a Subsidiary shall mean a Subsidiary of Borrower. 


        "Swingline Lender" means CSFB, in its capacity as Swingline Lender hereunder, together with its permitted successors and assigns in such
capacity. 


        "Swingline Loan" means a loan made by Swingline Lender to Borrower pursuant to  Section 2.3. 


        "Swingline Note" means a promissory note in the form of Exhibit B-3, as
it may be amended, supplemented or otherwise modified from time to time. 


        "Swingline Sublimit" means the lesser of (i) $10,000,000, and (ii) the aggregate unused amount of Revolving Commitments then
in effect. 


        "Synthetic Lease Obligations" means all monetary obligations of a Person under (a) a so-called synthetic,
off-balance-sheet or tax-retention lease, or (b) an agreement for the use or possession of 


24







 



property
creating obligations that do not appear on the balance sheet of such Person but that, upon the insolvency or bankruptcy of such Person, would be characterized as Indebtedness of such Person
(without regard to accounting treatment). 


        "Tax" means any present or future tax, levy, impost, duty, assessment, charge, fee, deduction or withholding of any nature and whatever
called, by whomsoever, on whomsoever and wherever imposed, levied, collected, withheld or assessed; provided that, "Tax on the overall net income" of a
Person shall be construed as a reference to a tax imposed by the jurisdiction in which that Person is organized or in which that Person's applicable principal office (or, in the case of a Lender, its
lending office) is located or in which that Person (or, in the case of a Lender, its lending office) is deemed to be doing business
on all or part of the net income, profits or gains (whether worldwide, or only insofar as such income, profits or gains are considered to arise in or to relate to a particular jurisdiction, or
otherwise) of that Person (or, in the case of a Lender, its applicable lending office). 


        "Tax Payment" as defined in Section 6.6(f). 


        "Tender Costs" means the fees, costs and expenses, in an aggregate amount not to exceed $66,200,000, payable by Regal Cinemas Bonds
Corporation in connection with the Tender Offer (including consent fees payable in connection therewith). 


        "Tender Offer" means the tender offer by Parent and Regal Cinemas Bonds Corporation prior to the Closing Date pursuant to which such
Persons offer to purchase all of the Existing Senior Subordinated Notes for an aggregate amount not to exceed $350,000,000 plus Tender Costs and accrued
and unpaid interest. 


        "Terminated Lender" as defined in Section 2.21. 


        "Term Loan" means a loan made by a Lender to Borrower pursuant to Section 2.1. 


        "Term Loan Commitment" means the commitment of a Lender to make or otherwise fund a Term Loan. The amount of each Lender's Term Loan
Commitment, if any, is set forth on Appendix A-1, subject to any adjustment or reduction pursuant to the terms and conditions hereof.
The aggregate amount of the Term Loan Commitments as of the Closing Date is $1,650,000,000. 


        "Term Loan Exposure" means, with respect to any Lender, as of any date of determination, the outstanding principal amount of the Term
Loans of such Lender. 


        "Term Loan Maturity Date" means the earlier of (i) November 10, 2010, and (ii) the date on which all Term Loans shall
become due and payable in full hereunder, whether by acceleration or otherwise. 


        "Term Loan Note" means a promissory note in the form of Exhibit B-1, as
it may be amended, supplemented or otherwise modified from time to time. 


        "Third Restated Credit Agreement" as defined in the preamble hereto. 


        "Total Utilization of Revolving Commitments" means, as at any date of determination, the sum of (i) the aggregate principal amount
of all outstanding Revolving Loans (other than Revolving Loans made for the purpose of repaying any Refunded Swingline Loans or reimbursing Issuing Bank for any amount drawn under any Letter of
Credit, but not yet so applied), (ii) the aggregate principal amount of all outstanding Swingline Loans, and (iii) the Letter-of-Credit Usage. 


        "Transaction Costs" means the fees, costs and expenses, in an aggregate amount of approximately $18,000,000 payable by Borrower or any of
its Subsidiaries on or before the Closing Date in connection with the Closing Date Transactions and the other transactions contemplated by the Loan Documents. 


25









   
        "Type" means, in reference to Loans, whether such Loan is a Base Rate Loan or a Eurodollar Rate Loan, it being understood that with
respect to Swingline Loans, only Base Rate Loans are possible hereunder. 


        "UA First-Tier Subsidiary" means, as of any date of determination, a UA Subsidiary in which Borrower or any Guarantor (or any
combination thereof) directly owns more than 50% of the Capital Stock of such UA Subsidiary. 


        "UA Subsidiaries" means United Artists Theatre Circuit, Inc., a Maryland corporation, and its Subsidiaries. 


        "UA Pass-Through Certificates" means the Pass Through Certificates issued pursuant to the UA Pass-Through Trust
Agreement, dated as of December 13, 1995, between United Artists Theatre Circuit, Inc., as Tenant, and Fleet National Bank of Connecticut, as Pass-Through Trustee. 



        "UA Pass-Through Certificates Restriction" means restrictions under the UA Pass-Through Trust Documents that
prohibit the UA Subsidiaries from entering into the Guaranty and Collateral Agreement. 


        "UA Pass-Through Participation Agreement" means the Participation Agreement, dated as of December 13, 1995, between
United Artists Theatre Circuit, Inc., as Tenant, Wilmington Trust Company, as the Corporate Owner Trustee and the Corporate Remainderman Trustee, William J. Wade, as the Individual Owner
Trustee and the Individual Remainderman Trustee, Theatre Investors, Inc., as the Owner Participant, Northway Mall Associates LLC, as the Remainderman Participant, Alan B. Coffey as the
Individual Indenture Trustee and Fleet National Bank of Connecticut, as the Corporate Indenture Trustee and the Pass Through Trustee. 


        "UA Pass-Through Trust Agreement" means the Pass Through Trust Agreement, dated as of December 13, 1995, between United
Artists Theatre Circuit, Inc., as Tenant, and Fleet National Bank of Connecticut, as Pass Through Trustee. 


        "UA Pass-Through Trust Documents" means the UA Pass-Through Certificate, the UA Pass-Through
Participation Agreement, the UA Pass-Through Trust Agreement, and related agreements and documents entered into in connection with the UA Pass-Through Trust Certificates. 


        "UCC" means the Uniform Commercial Code (or any similar or equivalent legislation) as in effect in any applicable jurisdiction. 


        "Unadjusted Eurodollar Rate Component" means that component of the interest costs to Borrower in respect of a Eurodollar Rate Loan that is
based on the rate obtained pursuant to clause (i) of the definition of Adjusted Eurodollar Rate. 



        "Unrestricted Subsidiary" means any Subsidiary that does not directly, indirectly, or beneficially own, hold or lease any Capital Stock
of, Subordinated Debt of, or own, or hold any Lien on, any Property of, Borrower or any of its Restricted Subsidiaries (or any direct holding company parent of Borrower) and that, at the time of
determination, shall be an Unrestricted Subsidiary (as designated by the board of directors of Borrower and of which Administrative Agent is notified);  provided that, such Subsidiary at the time of such
designation (a) has no Indebtedness other than Non-Recourse Debt permitted
hereunder; (b) is not a party to any agreement, contract, arrangement or understanding with Borrower or any of its Subsidiaries unless the terms of any such agreement, contract, arrangement or
understanding are no less favorable to Borrower or such Subsidiary, as the case may be, than those that might be obtained at the time from Persons who are not Affiliates of Borrower; (c) is a
Person as to which none of Borrower or any of its Restricted Subsidiaries has any direct or indirect obligation (x) to subscribe for additional Capital Stock or (y) to maintain or
preserve such Person's financial condition or to cause such Person to achieve any specified level of operating results; and (d) has not guaranteed or otherwise directly or indirectly provided
credit support for any Indebtedness of Borrower or any of 


26







 



its
Restricted Subsidiaries. The board of directors of Borrower may designate any Unrestricted Subsidiary (including any affiliate that becomes an Unrestricted Subsidiary after the Closing Date) to be
a Restricted Subsidiary; provided that, no Default or Event of Default is existing or will occur as a consequence thereof. If at any time any
Unrestricted Subsidiary would fail to meet the foregoing requirements as an Unrestricted Subsidiary (or is redesignated by the board of directors of Borrower as a Restricted Subsidiary), it shall
thereafter cease to be an Unrestricted Subsidiary for purposes of this Agreement (and shall be a Restricted Subsidiary), any Indebtedness of such Subsidiary shall be deemed to be incurred by a
Restricted Subsidiary as of such date and any Investments in such Subsidiary shall be deemed to be Investments in a Restricted Subsidiary as of such date (and, if such Indebtedness or Investments are
not permitted to be incurred hereunder Borrower shall be in default under this Agreement). Restricted Subsidiaries of Borrower may not thereafter be designated as Unrestricted Subsidiaries. 


        "Weighted-Average Life to Maturity" means, as of the date of determination, with respect to any Indebtedness, the quotient obtained by
dividing (i) the sum of the products of the number of years from
the date of determination to the dates of each successive scheduled principal payment of such Indebtedness multiplied by the amount of such payment, by (ii) the sum of all such payments. 



        "Wholly-Owned Subsidiary" means, as to any Person, all of the Capital Stock of which (other than directors' qualifying shares required by
law) is owned by another Person directly and/or through other Wholly-Owned Subsidiaries of such other Person. 


        "Wholly-Owned Subsidiary Guarantor" means any Guarantor that is a Wholly-Owned Subsidiary of Borrower. 


        1.2 Accounting Terms.    Except as otherwise expressly provided herein, all accounting terms not otherwise defined herein shall
have the meanings assigned to them in conformity with GAAP. Financial statements and other information required to be delivered by Borrower to Lenders pursuant to Sections
5.1(a), 5.1(b) and 5.1(c) shall be prepared in accordance with GAAP as in effect
at the time of such preparation. Notwithstanding the foregoing, calculations in connection with the definitions, covenants and other provisions hereof shall utilize accounting principles and policies
in conformity with those used to prepare the Historical Financial Statements. 


        1.3 Interpretation, Etc.    Any of the terms defined herein may, unless the context otherwise requires, be used in the singular
or the plural, depending on the reference. The words "hereof," "herein," "hereto" and "hereunder" and words of similar import shall refer to this Agreement as a whole and not to any particular
provision of this Agreement. References herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless
otherwise specifically provided. The use herein of the word "include" or "including," when following any general statement, term or matter, shall not be construed to limit such statement, term or
matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not no limiting language (such as "without limitation" or "but not limited
to" or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general
statement, term or matter. Unless otherwise indicated, references to contracts or agreements shall mean such contracts or agreements as amended, restated, supplemented or otherwise modified from time
to time. 


        1.4 Relationship with Third Restated Credit Agreement.    



        (a)   As
stated in the preamble hereof, this Agreement is intended to amend and restate the provisions of the Third Restated Credit Agreement, and except as expressly modified
herein, the outstanding obligations under the Third Restated Credit Agreement shall continue to be paid or prepaid on or prior to the Closing Date, and shall from and after the Closing Date continue
to be 



27







 

owing
and be subject to the terms of this Agreement. Upon the Closing Date, all references in the Notes and the other Loan Documents that are not being amended and restated concurrently herewith to
(i) the "Credit Agreement" shall be deemed to include references to this Agreement, and (ii) the "Lenders" or a "Lender" or "Administrative Agent" shall mean such terms as defined in
this Agreement. As to all periods occurring on or after the Closing Date, all of the covenants set forth in the Third Restated Credit Agreement shall be of no further force or effect (with respect to
such periods), it being understood that all obligations of Borrower under the Third Restated Credit Agreement shall be governed by this Agreement from and after the Closing Date. 


        (b)   Notwithstanding
anything to the contrary in Section 1.4(a), Borrower, Agents and the Lenders acknowledge and agree
that all principal, interest, fees, costs, reimbursable expenses and indemnification obligations accruing or arising under or in connection with the Third Restated Credit Agreement that remain unpaid
and outstanding after the consummation of the transactions contemplated by Section 2.1(c) on the Closing Date shall be and remain outstanding and
payable as an Obligation under this Agreement and the other Loan Documents. 




        1.5 Confirmation/Ratification of Term Loans.    Borrower hereby agrees that, as of the Closing Date, it is fully and truly
indebted to the Lenders for the full amount of the Term Loans stated herein. Furthermore, without limiting any of the other provisions of this Agreement, Borrower agrees that (i) the Converted
Term Loans, upon their conversion to Term Loans pursuant to Section 2.1(c), shall be subject to and shall benefit from all of the provisions of
this Agreement and the other Loan Documents applicable to the Term Loans, (ii) the Lenders who converted their Converted Term Loans into Term Loans pursuant to  Section 2.1(c) shall constitute
"Lenders" hereunder and under the other Loan Documents, and (iii) the unpaid principal of and interest on
the Converted Term Loans that have been converted into Term Loans in accordance with Section 2.1(c) shall constitute "Obligations" hereunder and
under the other Loan Documents. 


SECTION 2. LOANS AND LETTERS OF CREDIT  


        2.1 Term Loans.    



        (a)   Loan Commitments. Subject to the terms and conditions hereof, each Lender severally agrees to make, or pursuant to  Section 2.1(c), elects to convert all or a
portion of such Lender's Existing Term Loans into, a Term Loan on the Closing Date to Borrower in an
amount equal to such Lender's Term Loan Commitment. Borrower may make only one borrowing under the Term Loan Commitment which shall be on the Closing Date. Any amount borrowed under this  Section 2.1(a) and subsequently repaid or prepaid may not be reborrowed. Subject to  Sections 2.13(a) and 2.14, all amounts owed hereunder with respect to the
Term Loans shall be
paid in full no later than the Term Loan Maturity Date, respectively. Each Lender's Term Loan Commitment shall terminate immediately and without further action on the Closing Date after giving effect
to the funding of such Lender's Term Loan Commitment on such date. 


        (b)   Borrowing Mechanics for Term Loans. 



        (i)    Borrower
shall deliver to Administrative Agent a fully executed Funding Notice no later than (x) one Business Day prior to the Closing Date for Base Rate Loans,
and (y) three Business Days prior to the Closing Date for Eurodollar Rate Loans. Promptly upon receipt by Administrative Agent of such Funding Notice, Administrative Agent shall notify each
Lender of the proposed borrowing. 


        (ii)   Each
Lender shall make its Term Loan (and not its Converted Term Loan), as the case may be, available to Administrative Agent not later than 12:00 p.m. (New York
City time) on the Closing Date, by wire transfer of same day funds in Dollars, at Administrative Agent's Principal Office. Upon satisfaction or waiver of the conditions precedent specified 




28







 





herein,
Administrative Agent shall make the proceeds of the Term Loans available to Borrower on the Closing Date by causing an amount of same day funds in Dollars equal to the proceeds of all such
Loans received by Administrative Agent from Lenders to be credited to the account of Borrower at Administrative Agent's Principal Office or to such other account as may be designated in writing to
Administrative Agent by Borrower. 




        (c)   Conversion of Existing Term Loans. In connection with the making of the Term Loans pursuant to  Section 2.1(a), by delivering written notice to Administrative Agent,
 any holder of Existing Term Loans who has agreed to make a Term Loan
hereunder may elect to make all or any portion of its Term Loans requested by Borrower to be made on the Closing Date by converting all or a portion of the outstanding principal amount of the Existing
Term Loans held by such Lender into Term Loans hereunder in a principal amount equal to the amount of Existing Term Loans so converted (each such Existing Term Loan, to the extent it is to be
converted, a "Converted Term Loan"). On the Closing Date, the Converted Term Loans shall be converted for all purposes of this Agreement into Term
Loans, and Administrative Agent shall record in the Register the aggregate amounts of Converted Term Loans converted into Term Loans. Any written notice to Administrative Agent delivered by the
applicable Lender pursuant to this Section 2.1(c) shall specify the amount of such Lender's Converted Term Loans. 




        2.2 Revolving Loans.    



        (a)   Revolving Commitments. During the Revolving Commitment Period, subject to the terms and conditions hereof, each Revolving
Lender severally agrees to make Revolving Loans to Borrower in an aggregate amount up to but not exceeding such Lender's Revolving Commitment; provided
that, after giving effect to the making of any Revolving Loans in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect. Amounts borrowed
pursuant to this Section 2.2(a) may be repaid and reborrowed during the Revolving Commitment Period. Each Revolving Lender's Revolving Commitment
shall expire on the Revolving Commitment Termination Date and all Revolving Loans and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Commitments shall be paid
in full no later than such date. 


        (b)   Borrowing Mechanics for Revolving Loans. 



        (i)    Except
pursuant to Section 2.4(d), Revolving Loans that are Base Rate Loans shall be made in an aggregate minimum
amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amount, and Revolving Loans that are Eurodollar Rate Loans shall be in an aggregate minimum amount of $3,000,000 and
integral multiples of $1,000,000 in excess of that amount. 


        (ii)   Whenever
Borrower desires that Lenders make Revolving Loans, Borrower shall deliver to Administrative Agent a fully executed and delivered Funding Notice no later than
10:00 a.m. (New York City time) at least three Business Days in advance of the proposed Credit Date in the case of a Eurodollar Rate Loan, and at least one Business Day in advance of the
proposed Credit Date in the case of a Revolving Loan that is a Base Rate Loan. Except as otherwise provided herein, a Funding Notice for a Revolving Loan that is a Eurodollar Rate Loan shall be
irrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to make a borrowing in accordance therewith. 


        (iii)  Notice
of receipt of each Funding Notice in respect of Revolving Loans, together with the amount of each Revolving Lender's Pro Rata Share thereof, if any, together
with the applicable interest rate, shall be provided by Administrative Agent to each applicable Revolving Lender by telefacsimile with reasonable promptness, but (so long as Administrative 




29







 





Agent
shall have received such notice by 10:00 a.m. (New York City time)) not later than 2:00 p.m. (New York City time) on the same day as Administrative Agent's receipt of such Notice
from Borrower. 


        (iv)  Each
Revolving Lender shall make the amount of its Revolving Loan available to Administrative Agent not later than 12:00 p.m. (New York City time) on the
applicable Credit Date by wire transfer of same day funds in Dollars, at Administrative Agent's Principal Office. Except as provided herein, upon satisfaction or waiver of the conditions precedent
specified herein, Administrative Agent shall make the proceeds of such Revolving Loans available to Borrower on the applicable Credit Date by causing an amount of same day funds in Dollars equal to
the proceeds of all such Revolving Loans received by Administrative Agent from Lenders to be credited to the account of Borrower at Administrative Agent's Principal Office or such other account as may
be designated in writing to Administrative Agent by Borrower. 





        2.3 Swingline Loans.    



        (a)   Swingline Loans Commitments. During the Revolving Commitment Period, subject to the terms and conditions hereof,
Swingline Lender hereby agrees to make Swingline Loans to Borrower in the aggregate amount up to but not exceeding the Swingline Sublimit; provided
that, after giving effect to the making of any Swingline Loan, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect. Amounts borrowed
pursuant to this Section 2.3 may be repaid and reborrowed during the Revolving Commitment Period. Swingline Lender's Revolving Commitment shall
expire on the Revolving Commitment Termination Date and all Swingline Loans and all other amounts owed hereunder with respect to the Swingline Loans and the Revolving Commitments shall be paid in full
no later than such date. 


        (b)   Borrowing Mechanics for Swingline Loans. 



        (i)    Swingline
Loans shall be made in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess of that amount. 


        (ii)   Whenever
Borrower desires that Swingline Lender make a Swingline Loan, Borrower shall deliver to Administrative Agent a Funding Notice no later than 12:00 p.m.
(New York City time) on the proposed Credit Date. 


        (iii)  Swingline
Lender shall make the amount of its Swingline Loan available to Administrative Agent not later than 2:00 p.m.(New York City time) on the applicable
Credit Date by wire transfer of same day funds in Dollars, at Administrative Agent's Principal Office. Except as provided herein, upon satisfaction or waiver of the conditions precedent specified
herein, Administrative Agent shall make the proceeds of such Swingline Loans available to Borrower on the applicable Credit Date by causing an amount of same day funds in Dollars equal to the proceeds
of all such Swingline Loans received by Administrative Agent from Swingline Lender to be credited to the account of Borrower at Administrative Agent's Principal Office, or to such other account as may
be designated in writing to Administrative Agent by Borrower. 


        (iv)  With
respect to any Swingline Loans that have not been voluntarily prepaid by Borrower pursuant to Section 2.13,
Swingline Lender may at any time in its sole and absolute discretion, deliver to Administrative Agent (with a copy to Borrower), no later than 11:00 a.m. (New York City time) at least one
Business Day in advance of the proposed Credit Date, a notice (which shall be deemed to be a Funding Notice given by Borrower) requesting that each Revolving Lender make Revolving Loans that are Base
Rate Loans to Borrower on such Credit Date in an amount equal to the amount of such Swingline Loans (the "Refunded Swingline Loans") outstanding on the
date such notice is given that Swingline Lender requests Lenders to prepay. Anything contained in this Agreement to the contrary notwithstanding, 




30







 


(1) the
proceeds of such Revolving Loans made by the Revolving Lenders other than Swingline Lender shall be immediately delivered by Administrative Agent to Swingline Lender (and not to
Borrower) and applied to repay a corresponding portion of the Refunded Swingline Loans, and (2) on the day such Revolving Loans are made, Swingline Lender's Pro Rata Share of the Refunded
Swingline Loans shall be deemed to be paid with the proceeds of a Revolving Loan made by Swingline Lender to Borrower, and such portion of the Swingline Loans deemed to be so paid shall no longer be
outstanding as Swingline Loans and shall no longer be due under the Swingline Note of Swingline Lender but shall instead constitute part of Swingline Lender's outstanding Revolving Loans to
Borrower and shall be due under the Revolving Loan Note issued by Borrower to Swingline Lender. Borrower hereby authorizes Administrative Agent and Swingline Lender to charge Borrower's
accounts with Administrative Agent and Swingline Lender (up to the amount available in each such account) in order to immediately pay Swingline Lender the amount of the Refunded Swingline Loans to the
extent of the proceeds of such Revolving Loans made by Revolving Lenders, including the Revolving Loans deemed to be made by Swingline Lender, are not sufficient to repay in full the Refunded
Swingline Loans. If any portion of any such amount paid (or deemed to be paid) to Swingline Lender should be recovered by or on behalf of Borrower from Swingline Lender in bankruptcy, by assignment
for the benefit of creditors or otherwise, the loss of the amount so recovered shall be ratably shared among all Revolving Lenders in the manner contemplated by  Section 2.17. 


        (v)   If
for any reason Revolving Loans are not made pursuant to Section 2.3(b)(iv) in an amount sufficient to repay any
amounts owed to Swingline Lender in respect of any outstanding Swingline Loans on or before the third Business Day after demand for payment thereof by Swingline Lender, each Revolving Lender shall be
deemed to, and hereby agrees to, have purchased a participation in such outstanding Swingline Loans, and in an amount equal to its Pro Rata Share of the applicable unpaid amount together with accrued
interest thereon. Upon one Business Day's notice from Swingline Lender, each Revolving Lender shall deliver to Swingline Lender an amount equal to its respective participation in the applicable unpaid
amount in same day funds at the Principal Office of Swingline Lender. In order to evidence such participation, each Revolving Lender agrees to enter into a participation agreement at the request of
Swingline Lender in form and substance reasonably satisfactory to Swingline Lender. In the event any Revolving Lender fails to make available to Swingline Lender the amount of such Lender's
participation as provided in this paragraph, Swingline Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon for three Business Days at the rate
customarily used by Swingline Lender for the correction of errors among banks and thereafter at the Base Rate, as applicable. 



        (vi)  Notwithstanding
anything contained herein to the contrary, (1) each Revolving Lender's obligation to make Revolving Loans for the purpose of repaying any
Refunded Swingline Loans pursuant to the second preceding paragraph and each Revolving Lender's obligation to purchase a participation in any unpaid Swingline Loans pursuant to the immediately
preceding paragraph shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any set-off, counterclaim, recoupment, defense or other right
that such Revolving Lender may have against Swingline Lender, any Loan Party or any other Person for any reason whatsoever; (B) the occurrence or continuation of a Default or Event of Default;
(C) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of any Loan Party; (D) any breach of this Agreement or any other
Loan Document by any party thereto; or (E) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing;  provided that, such obligations of each Revolving
Lender are subject to the condition that Swingline Lender believed in good faith that all conditions
under Section 3.2 to the making of the applicable 




31







 


Refunded
Swingline Loans or other unpaid Swingline Loans, were satisfied at the time such Refunded Swingline Loans or unpaid Swingline Loans were made, or the satisfaction of any such condition not
satisfied had been waived by the Requisite Lenders prior to or at the time such Refunded Swingline Loans or other unpaid Swingline Loans were made; and (2) Swingline Lender shall not be
obligated to make any Swingline Loans (A) if it has elected not to do so after the occurrence and during the continuation of a Default or Event of Default, or (B) at a time when a
Funding Default exists unless Swingline Lender has entered into arrangements satisfactory to it and Borrower to eliminate Swingline Lender's risk with respect to the Defaulting Lender's participation
in such Swingline Loan, including by cash collateralizing such Defaulting Lender's Pro Rata Share of the outstanding Swingline Loans. 





        2.4 Issuance of Letters of Credit and Purchase of Participations Therein.    



        (a)   Letters of Credit. During the Revolving Commitment Period, subject to the terms and conditions hereof, Issuing Bank
agrees to issue Letters of Credit for the account of Borrower in the aggregate amount up to but not exceeding the Letter-of-Credit Sublimit;  provided that, (i) each Letter of Credit shall be
denominated in Dollars, (ii) the stated amount of each Letter of Credit shall not be
less than $500,000 or such lesser amount as is acceptable to Issuing Bank, (iii) after giving effect to such issuance, in no event shall the Total Utilization of Revolving Commitments exceed
the Revolving Commitments then in effect, (iv) after giving effect to such issuance, in no event shall the Letter-of-Credit Usage exceed the
Letter-of-Credit Sublimit then in effect, and (v) in no event shall any Letter of Credit have an expiration date later than the earlier of (1) five Business Days
prior to the Revolving Commitment Termination Date and (2) the date that is one year from the date of issuance of such Letter of Credit. Subject to the foregoing, Issuing Bank may agree (such
agreement not to be unreasonably withheld) that a Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless Issuing Bank reasonably elects
not to extend for any such additional period; provided that, Issuing Bank shall not extend any such Letter of Credit if it has received written notice
that a Default or an Event of Default has occurred and is continuing at the time Issuing Bank must elect to allow such extension; provided further that,
in the event a Funding Default exists, Issuing Bank shall not be required to issue any Letter of Credit unless Issuing Bank has entered into arrangements satisfactory to it and Borrower to eliminate
Issuing Bank's risk with respect
to the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender's Pro Rata Share of the Letter-of-Credit Usage. 



        (b)   Notice of Issuance. Whenever Borrower desires the issuance of a Letter of Credit, it shall deliver to Administrative
Agent an Issuance Notice no later than 12:00 p.m. (New York City time) at least three Business Days, or in each case such shorter period as may be agreed to by Issuing Bank in any particular
instance, in advance of the proposed date of issuance. Upon satisfaction or waiver of the conditions set forth in Section 3.2, Issuing Bank shall
issue the requested Letter of Credit only in accordance with Issuing Bank's standard operating procedures. Upon the issuance of any Letter of Credit or amendment or modification to a Letter of Credit,
Issuing Bank shall promptly notify each Revolving Lender of such issuance, amendment or modification, which notice shall include the amount of such Lender's respective participation in such Letter of
Credit pursuant to Section 2.4(e). 


        (c)   Responsibility of Issuing Bank With Respect to Requests for Drawings and Payments. In determining whether to honor any
drawing under any Letter of Credit by the beneficiary thereof, Issuing Bank shall be responsible only to examine the documents delivered under such Letter of Credit with reasonable care so as to
ascertain whether they appear on their face to be in accordance with the terms and conditions of such Letter of Credit. As between Borrower and Issuing Bank, Borrower assumes all risks of the acts and
omissions of, or misuse of the Letters of Credit issued by Issuing Bank, by the respective beneficiaries of such Letters of Credit. In 



32







 




furtherance
and not in limitation of the foregoing, Issuing Bank shall not be responsible for: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document
submitted by any party in connection with the application for and issuance of any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate,
fraudulent or forged; (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits
thereunder or proceeds thereof, in whole or in part, that may prove to be invalid or ineffective for any reason; (iii) the failure of the beneficiary of any such Letter of Credit to comply
fully with any conditions required in order to draw on such Letter of Credit; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, electronic
mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of
any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (vii) the misapplication by the beneficiary of any such Letter of Credit of the
proceeds of any drawing under such Letter of Credit; or (viii) any consequences arising from causes beyond the control of Issuing Bank, including any Governmental Acts; none of the above shall
affect or impair, or prevent the vesting of, any of Issuing Bank's rights or powers hereunder. Without limiting the foregoing and in furtherance thereof, any action taken or omitted by Issuing Bank
under or in connection with the Letters of Credit or any documents and certificates delivered thereunder, if taken or omitted in good faith, shall not give rise to any liability on the part of Issuing
Bank to Borrower. Notwithstanding anything to the contrary contained in this Section 2.4(c), Borrower shall retain any and all rights it may have
against Issuing Bank for any liability arising solely out of the gross negligence or willful misconduct of Issuing Bank, as finally determined by a court of competent jurisdiction in a nonappealable
decision. 


        (d)   Reimbursement by Borrower of Amounts Drawn or Paid Under Letters of Credit. In the event Issuing Bank has determined to
honor a drawing under a Letter of Credit, it shall promptly notify Borrower and Administrative Agent, and Borrower shall reimburse Issuing Bank on or before the Business Day immediately following the
date on which such drawing is honored (the "Reimbursement Date") in an amount in Dollars and in same day funds equal to the amount of such honored
drawing; provided that, anything contained herein to the contrary notwithstanding, (i) unless Borrower shall have notified Administrative Agent
and Issuing Bank prior to 10:00 a.m. (New York City time) on the date such drawing is honored that Borrower intends to reimburse Issuing Bank for the amount of such honored drawing with funds
other than the proceeds of Revolving Loans, Borrower shall be deemed to have given a timely Funding Notice to Administrative Agent requesting the Revolving Lenders to make Revolving Loans that are
Base Rate Loans on the Reimbursement Date in an amount in Dollars equal to the amount of such honored drawing, and (ii) subject to satisfaction or waiver of the conditions specified in  Section 3.2, the Revolving Lenders shall, on the Reimbursement Date, make Revolving Loans that are Base Rate Loans in the amount of such honored
drawing, the proceeds of which shall be applied directly by Administrative Agent to reimburse Issuing Bank for the amount of such honored drawing; and provided
further that, if for any reason proceeds of Revolving Loans are not received by Issuing Bank on the Reimbursement Date in an amount equal to the amount of such honored drawing,
Borrower shall reimburse Issuing Bank, on demand, in an amount in same day funds equal to the excess of the amount of such honored drawing over the aggregate amount of such Revolving Loans, if any,
that are so received. Nothing in this Section 2.4(d) shall be deemed to relieve any Revolving Lender from its obligation to make Revolving Loans
on the terms and conditions set forth herein, and Borrower shall retain any and all rights it may have against any Lender resulting from the failure of such Lender to make such Revolving Loans under
this Section 2.4(d). 



33







 

        (e)   Revolving Lenders' Purchase of Participations in Letters of Credit. Immediately upon the issuance of each Letter of
Credit, each Revolving Lender shall be deemed to have purchased, and hereby agrees to irrevocably purchase, from Issuing Bank a participation in such Letter of Credit and any drawings honored
thereunder in an amount equal to such Lender's Pro Rata Share (with respect to the Revolving Commitments) of the maximum amount that is or at any time may become available to be drawn thereunder. In
the event that Borrower shall fail for any reason to reimburse Issuing Bank as provided in Section 2.4(d), Issuing Bank shall promptly notify
each Revolving Lender of the unreimbursed amount of such honored drawing and of such Lender's respective participation therein based on such Lender's Pro Rata Share of the Revolving Commitments. Each
Revolving Lender shall make available to Issuing Bank an amount equal to its respective participation, in Dollars and in same day funds, at the office of Issuing Bank specified in such notice, not
later than 12:00 p.m. (New York City time) on the first business day (under the laws of the jurisdiction in which such office of Issuing Bank is located) after the date notified by Issuing
Bank. In the event that any Revolving Lender fails to make available to Issuing Bank on such business day the amount of such Lender's participation in such Letter of Credit as provided in this  Section 2.4(e)
, Issuing Bank shall be entitled to recover such amount on demand from such Lender together with interest thereon for three
Business Days at the rate customarily used by Issuing Bank for the correction of errors among banks, and thereafter at the Base Rate. Nothing in this  Section 2.4(e) shall be deemed to prejudice the
right of any Revolving Lender to recover from Issuing Bank any amounts made available by such
Lender to Issuing Bank pursuant to this Section 2.4(e) in the event that it is determined that the payment with respect to a Letter of Credit in
respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of Issuing Bank, as finally determined by a court of competent jurisdiction in a
nonappealable decision. In the event Issuing Bank shall have been reimbursed by other Revolving Lenders pursuant to this Section 2.4(e) for all
or any portion of any drawing honored by Issuing Bank under a Letter of Credit, such Issuing Bank shall distribute to each Revolving Lender that has paid all amounts payable by it under this  Section 2.4(e) with respect to such honored drawing such Lender's Pro Rata Share of all payments subsequently received by Issuing Bank from
Borrower in reimbursement of such honored drawing when such payments are received. Any such distribution shall be made to a Revolving Lender at its primary address set forth below its name on  Appendix B or at such other address as such Lender may request. 


        (f)    Obligations Absolute. The obligation of Borrower to reimburse Issuing Bank for drawings honored under the Letters of
Credit issued by it and to repay any Revolving Loans made by Revolving Lenders pursuant to Section 2.4(d) and the obligations of such Lenders
under Section 2.4(e) shall be unconditional and irrevocable and shall be paid strictly in accordance with the terms hereof under all
circumstances including any of the following circumstances: (i) any lack of validity or enforceability of any Letter of Credit; (ii) the existence of any claim, set-off,
defense or other right that Borrower or any Revolving Lender may have at any time against a beneficiary or any transferee of any Letter of Credit (or any Persons for whom any such transferee may be
acting), Issuing Bank, any other Lender or any other Person or, in the case of a Lender, against Borrower, whether in connection herewith, the transactions contemplated herein or any unrelated
transaction (including any underlying transaction between Borrower or one of its Subsidiaries and the beneficiary for which any Letter of Credit was procured); (iii) any draft or other document
presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) payment by
Issuing Bank under any Letter of Credit against presentation of a draft or other document that does not substantially comply with the terms of such Letter of Credit; (v) any adverse change in
the business, operations, properties, assets, condition (financial or otherwise) or prospects of Borrower or any of its Subsidiaries; (vi) any breach hereof or any other Loan Document by any
party thereto; (vii) any other circumstance or happening whatsoever, whether or not similar to any of the 



34







 




foregoing;
or (viii) the fact that an Event of Default or a Default shall have occurred and be continuing; provided that, in each case, payment
by Issuing Bank under the applicable Letter of Credit shall not have constituted gross negligence or willful misconduct of Issuing Bank under the circumstances in question, as finally determined by a
court of competent jurisdiction in a nonappealable decision. 


        (g)   Indemnification. Without duplication of any obligation of Borrower under  Section 9.2 or 9.3, in addition to amounts
payable as provided herein, Borrower hereby agrees to
protect, indemnify, pay and save harmless Issuing Bank from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable fees, expenses and
disbursements of counsel and allocated costs of internal counsel) that Issuing Bank may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit
by Issuing Bank, other than as a result of (1) the gross negligence or willful misconduct of Issuing Bank, as finally determined by a court of competent jurisdiction in a nonappealable
decision, or (2) the wrongful dishonor by Issuing Bank of a proper demand for payment made under any Letter of Credit issued by it, or (ii) the failure of Issuing Bank to honor a drawing
under any such Letter of Credit as a result of any Governmental Act. 


        (h)   Notwithstanding
anything to the contrary herein, the Existing Letters of Credit shall be deemed to have been issued hereunder and deemed to be Letters of Credit for all
purposes hereunder. 




        2.5 Pro Rata Shares; Availability of Funds.    



        (a)   Pro Rata Shares. All Loans shall be made, and all participations purchased, by Lenders simultaneously and proportionately
to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in such other Lender's obligation to make a Loan requested hereunder or
purchase a participation required hereby nor shall any Term Loan Commitment or any Revolving Commitment of any Lender be increased or decreased as a result of a default by any other Lender in such
other Lender's obligation to make a Loan requested hereunder or purchase a participation required hereby. 


        (b)   Availability of Funds. Unless Administrative Agent shall have been notified by any Lender prior to the applicable Credit
Date that such Lender does not intend to make available to Administrative Agent the amount of such Lender's Loan requested on such Credit Date, Administrative Agent may assume that such Lender has
made such amount available to Administrative Agent on such Credit Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Borrower a corresponding
amount on such Credit Date. If such Lender's Loan amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding
amount on demand from such Lender together with interest thereon, for each day from such Credit Date until the date such amount is paid to Administrative Agent, at the customary rate set by
Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon
Administrative Agent's demand therefor, Administrative Agent shall promptly notify Borrower and Borrower shall immediately pay such corresponding amount to Administrative Agent together with interest
thereon, for each day from such Credit Date until the date such amount is paid to Administrative Agent, at the rate payable hereunder for Base Rate Loans for such Class of Loans. Nothing in
this Section 2.5(b) shall be deemed to relieve any Lender from its obligation to fulfill its Term Loan Commitments and Revolving Commitments
hereunder or to prejudice any rights that Borrower may have against any Lender as a result of any default by such Lender hereunder. 




        2.6 Use of Proceeds.    The proceeds of the Term Loans made on the Closing Date and Borrower's available cash shall be applied
by Borrower to consummate the Closing Date Transactions, and fund 


35







 

working
capital and general corporate purposes, including Permitted Acquisitions. The proceeds of the Revolving Loans, Swingline Loans and Letters of Credit made after the Closing Date shall be
applied by Borrower for working capital and general corporate purposes of Borrower and its Subsidiaries; provided that, Revolving Loans may not be used
to finance Permitted Acquisitions unless, at the time thereof, the aggregate unused amount of Revolving Commitments then in effect plus unrestricted and
unencumbered Cash and Cash Equivalents (it being understood that, Cash and Cash Equivalents subject to Liens granted under the Security Documents shall not be deemed to be restricted or encumbered as
a result thereof) held by Borrower and its Restricted Subsidiaries in excess of $30,000,000 is not less than $50,000,000. Letters of Credit shall be used solely to support payment obligations incurred
in the ordinary course of business by Borrower and its Restricted Subsidiaries. No portion of the proceeds of any Credit Extension shall be used in any manner that causes or might cause such Credit
Extension or the application of such proceeds to violate Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System or any other regulation
thereof or to violate the Exchange Act. 


        2.7 Evidence of Debt; Register; Lenders' Books and Records; Notes.    



        (a)   Lenders' Evidence of Debt. Each Lender shall maintain on its internal records an account or accounts evidencing the
Obligations of Borrower to such Lender, including the amounts of the Loans made by it and each repayment and prepayment in respect thereof. Any such recordation shall be conclusive and binding on
Borrower, absent manifest error; provided that, the failure to make any such recordation, or any error in such recordation, shall not affect any
Lender's Revolving Commitments or Borrower's Obligations in respect of any applicable Loans; and provided further that, in the event of any
inconsistency between the Register and any Lender's records, the recordations in the Register shall govern. 



        (b)   Register. Administrative Agent shall maintain at its Principal Office a register for the recordation of the names and
addresses of Lenders and the Revolving Commitments and Loans of each Lender from time to time (the "Register"). In the case of a Related Lender
Assignment described in Section 9.6(c) that is not reflected in the Register, the assigning Lender shall maintain a comparable register, which
shall be made available for inspection by Administrative Agent at any reasonable time and from time to time upon reasonable prior notice to such Lender. The Register shall be available for inspection
by Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. Administrative Agent shall record in the Register the Revolving Commitments and the Loans, and each
repayment or prepayment in respect of the principal amount of the Loans, and any such recordation shall be conclusive and binding on Borrower and each Lender, absent manifest error;  provided that,
failure to make any such recordation, or any error in such recordation, shall not affect any Lender's Revolving Commitments or Borrower's
Obligations in respect of any Loan. Borrower hereby designates Administrative Agent to serve as Borrower's agent solely for purposes of maintaining the Register as provided in this  Section 2.7, and
Borrower hereby agrees that, to the extent Administrative Agent serves
in such capacity, Administrative Agent and its officers, directors, employees, agents and affiliates shall constitute "Indemnitees." 


        (c)   Notes. If so requested by any Lender by written notice to Borrower at least two Business Days prior to the Closing Date,
or at any time thereafter, Borrower shall execute and deliver to such Lender (and/or, if applicable and if so specified in such notice, to any Person who is an assignee of such Lender pursuant to  Section 9.6) on the Closing Date (or, if such notice is delivered after the Closing Date, promptly after Borrower's receipt of such notice) a
Note or Notes to evidence such Lender's Term Loan, Revolving Loan or Swingline Loan, as the case may be. 



36







 





        2.8 Interest on Loans.    



        (a)   Except
as otherwise set forth herein, each Class of Loans shall bear interest on the unpaid principal amount thereof from the date made through repayment (whether
by acceleration or otherwise) thereof 



        (i)    in
the case of Revolving Loans, (A) if a Base Rate Loan, at the Base Rate plus the Applicable Margin, or
(B) if a Eurodollar Rate Loan, at the Adjusted Eurodollar Rate plus the Applicable Margin, 


        (ii)   in
the case of Swingline Loans, at the Base Rate plus the Applicable Margin, and 



        (iii)  in
the case of Term Loans, 



        (1)   if
a Base Rate Loan, at the Base Rate plus the Applicable Margin, or 


        (2)   if
a Eurodollar Rate Loan, at the Adjusted Eurodollar Rate plus the Applicable Margin. 





        (b)   The
basis for determining the rate of interest with respect to any Loan (except a Swingline Loan, which can be made and maintained as Base Rate Loans only), and the
Interest Period with respect to any Eurodollar Rate Loan, shall be selected by Borrower and notified to Administrative Agent (who shall notify the relevant Lenders) pursuant to the applicable Funding
Notice or Conversion/Continuation Notice, as the case may be. If on any day a Loan is outstanding with respect
to which a Funding Notice or Conversion/Continuation Notice has not been delivered to Administrative Agent in accordance with the terms hereof specifying the applicable basis for determining the rate
of interest, then for that day such Loan shall be a Base Rate Loan. 


        (c)   In
connection with Eurodollar Rate Loans there shall be no more than 15 Interest Periods outstanding at any time. In the event Borrower fails to specify between a Base
Rate Loan or a Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, such Loan (if outstanding as a Eurodollar Rate Loan) will be automatically converted into a Base
Rate Loan on the last day of the then current Interest Period for such Loan (or if outstanding as a Base Rate Loan will remain as, or (if not then outstanding) will be made as, a Base Rate Loan). In
the event Borrower fails to specify an Interest Period for any Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, Borrower shall be deemed to have selected an
Interest Period of one month. As soon as practicable after 10:00 a.m. (New York City time) on each Interest Rate Determination Date, Administrative Agent shall determine (which determination
shall, absent manifest error, be final, conclusive and binding on all parties) the interest rate that shall apply to the Eurodollar Rate Loans for which an interest rate is then being determined for
the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Borrower and each Lender. 


        (d)   Interest
payable pursuant to Section 2.8(a) shall be computed (i) in the case of Base Rate Loans with
reference to the Prime Rate, on the basis of a 365-day or 366-day year, as the case may be, and (ii) in the case of Eurodollar Rate Loans or Base Rate Loans with
reference to the Federal Funds Effective Rate, on the basis of a 360-day year, in each case for the actual number of days elapsed in the period during which it accrues. In computing
interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted from a Eurodollar Rate
Loan, the date of conversion of such Eurodollar Rate Loan to such Base Rate Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest
Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a Eurodollar Rate Loan, the date of conversion of such Base Rate Loan to such Eurodollar Rate Loan, as the case
may be, shall be 



37







 




excluded;
provided that, if a Loan is repaid on the same day on which it is made, one day's interest shall be paid on that Loan. 



        (e)   Except
as otherwise set forth herein, interest on each Loan shall be payable in arrears (i) on each Interest Payment Date applicable to that Loan;
(ii) upon any prepayment of that Loan, whether voluntary or mandatory, to the extent accrued on the principal amount being prepaid; and (iii) at maturity, including final maturity as the
case may be; provided that, with respect to any voluntary prepayment of a Base Rate Loan, accrued interest shall instead be payable on the applicable
Interest Payment Date. 


        (f)    Borrower
agrees to pay to Issuing Bank, with respect to drawings honored under any Letter of Credit, interest on the amount paid by Issuing Bank in respect of each such
honored drawing from the date such drawing is honored to but excluding the date such amount is reimbursed by or on behalf of Borrower at a rate equal to (i) for the period from the date such
drawing is honored to but excluding the applicable Reimbursement Date, the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans, and
(ii) thereafter, a rate that is 2.00% per annum in excess of the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans. 


        (g)   Interest
payable pursuant to Section 2.8(f) shall be computed on the basis of a 360-day year for the
actual number of days elapsed in the period during which it accrues, and shall be payable on demand or, if no demand is made, on the date on which the related drawing under a Letter of Credit
is reimbursed in full. Promptly upon receipt by Issuing Bank of any payment of interest pursuant to Section 2.8(f), Issuing Bank shall distribute
to each Lender, out of the interest received by Issuing Bank in respect of the period from the date such drawing is honored to but excluding the date on which Issuing Bank is reimbursed for the amount
of such drawing (including any such reimbursement out of the proceeds of any Revolving Loans), the amount that such Lender would have been entitled to receive in respect of the letter of credit fee
that would have been payable in respect of such Letter of Credit for such period if no drawing had been honored under such Letter of Credit. In the event Issuing Bank shall have been reimbursed by
Lenders for all or any portion of such honored drawing, Issuing Bank shall distribute to each Lender that has paid all amounts payable by it under  Section 2.4(e) with respect to such honored
drawing such Lender's Pro Rata Share of any interest received by Issuing Bank in respect of that
portion of such honored drawing so reimbursed by Lenders for the period from the date on which Issuing Bank was so reimbursed by Lenders to but excluding the date on which such portion of such honored
drawing is reimbursed by Borrower. 




        2.9 Conversion/Continuation.    



        (a)   Subject
to Section 2.18 and so long as no Default or Event of Default shall have occurred and then be continuing,
Borrower shall have the option: 



        (i)    to
convert at any time all or any part of any Term Loan or Revolving Loan equal to $3,000,000 and integral multiples of $1,000,000 in excess of that amount from one Type
of Loan to another Type of Loan; provided that, a Eurodollar Rate Loan may only be converted on the expiration of the Interest Period applicable to such
Eurodollar Rate Loan unless Borrower shall pay all amounts due under Section 2.18 in connection with any such conversion; or 



        (ii)   upon
the expiration of any Interest Period applicable to any Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $3,000,000 and integral
multiples of $1,000,000 in excess of that amount as a Eurodollar Rate Loan. 




        (b)   Borrower
shall deliver a Conversion/Continuation Notice to Administrative Agent no later than 10:00 a.m. (New York City time) at least one Business Day in advance
of the proposed 



38







 

conversion
date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion or continuation date (in the case of a conversion to, or a
continuation of, a Eurodollar Rate Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any Eurodollar Rate Loans (or telephonic notice
in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Borrower shall be bound to effect a conversion or continuation in accordance therewith. 




        2.10 Default Interest.    If all or any portion of the principal amount of any Loan or Reimbursement Obligation shall not be
paid when due (whether at the stated maturity, by acceleration or otherwise), all outstanding Loans and Reimbursement Obligations (whether or not overdue) shall bear interest, from the date of such
nonpayment until such amount is paid in full, at a rate per annum that is equal to (x) in the case of the Loans, the rate that would otherwise be applicable thereto pursuant to  Section 2.8(a)
 plus 2.00%, or (y) in the case of Reimbursement Obligations, the rate applicable to Revolving Loans that are Base
Rate Loans plus 2.00%. If all or a portion of any interest payable on any Loan or Reimbursement Obligation or any commitment fee or other amount payable
hereunder shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue amount shall bear interest, from the date of such nonpayment until such amount is paid
in full, at a rate per annum equal to the rate then applicable to Base Rate Loans under the relevant Class of Loans plus 2.00% (or, in the case
of any such other amounts that do not relate to a particular Class of Loans, the rate then applicable to Revolving Loans that are Base Rate Loans  plus 2.00%). 


        2.11 Fees.    



        (a)   Borrower
agrees to pay to Lenders having Revolving Loan Exposure: 



        (i)    commitment
fees at the rate of 0.50% per annum on the average of the daily difference between (a) the Revolving Commitments, and (b) the sum of
(x) the aggregate principal amount of outstanding Revolving Loans (but not any outstanding Swingline Loans) plus (y) the
Letter-of-Credit Usage; and 


        (ii)   letter
of credit fees (calculated on a per annum basis) equal to (1) the Applicable Margin for Revolving Loans that are Eurodollar Rate Loans, times
(2) the average aggregate daily maximum amount available to be drawn under all such Letters of Credit (regardless of whether any conditions for drawing could then be met and determined as of
the close of business on any date of determination). 





All
fees referred to in this Section 2.11(a) shall be paid to Administrative Agent at its Principal Office and upon receipt, Administrative Agent
shall promptly distribute to each Lender its Pro Rata Share thereof. 



        (b)   Borrower
agrees to pay directly to Issuing Bank, for its own account, the following fees: 



        (i)    a
fronting fee equal to 0.25%, per annum, times the average aggregate daily maximum amount available to be drawn under all Letters of Credit (determined as of the close
of business on any date of determination); and 


        (ii)   such
documentary and processing charges for any issuance, amendment, transfer or payment of a Letter of Credit as are in accordance with Issuing Bank's standard
schedule for such charges and as in effect at the time of such issuance, amendment, transfer or payment, as the case may be. 




        (c)   All
fees referred to in Section 2.11(a) and 2.11(b)(i) shall be
calculated on the basis of a 360 day year and the actual number of days elapsed and shall be payable quarterly in arrears on the last day of March, June, September and
December of each year during the Revolving Commitment Period, commencing on the first such date to occur after the Closing Date, and on 



39







 

the
Revolving Commitment Termination Date. The fees referred to in Section 2.11(b)(ii) shall be payable promptly following demand therefor. 


        (d)   In
addition to the foregoing fees, Borrower agrees to pay to Agents such other fees in the amounts and at the times separately agreed on. 




        2.12 Scheduled Payments.    The principal amounts of the Term Loans shall be repaid in consecutive quarterly installments (each,
an "Installment") in the aggregate amounts set forth below on the last day of each calendar quarter (each, an "Installment
Date"), commencing June 30, 2004: 



	Installment Date
 
	 	Installment

	June 30, 2004	 	$	4,125,000
	September 30, 2004	 	$	4,125,000
	December 31, 2004	 	$	4,125,000
	March 31, 2005	 	$	4,125,000
	June 30, 2005	 	$	4,125,000
	September 30, 2005	 	$	4,125,000
	December 31, 2005	 	$	4,125,000
	March 31, 2006	 	$	4,125,000
	June 30, 2006	 	$	4,125,000
	September 30, 2006	 	$	4,125,000
	December 31, 2006	 	$	4,125,000
	March 31, 2007	 	$	4,125,000
	June 30, 2007	 	$	4,125,000
	September 30, 2007	 	$	4,125,000
	December 31, 2007	 	$	4,125,000
	March 31, 2008	 	$	4,125,000
	June 30, 2008	 	$	4,125,000
	September 30, 2008	 	$	4,125,000
	December 31, 2008	 	$	4,125,000
	March 31, 2009	 	$	4,125,000
	June 30, 2009	 	$	4,125,000
	September 30, 2009	 	$	4,125,000
	December 31, 2009	 	$	4,125,000
	March 31, 2010	 	$	4,125,000
	June 30, 2010	 	$	775,500,000
	Term Loan Maturity Date	 	$	775,500,000






Notwithstanding
the foregoing, (x) such Installments shall be reduced in connection with any voluntary or mandatory prepayments of the Term Loans, as the case may be, in accordance with  Sections 2.13,
2.14 and 2.15, as applicable; and
(y) the Term Loans, together with all other amounts owed hereunder with respect thereto, shall, in any event, be paid in full no later than the Term Loan Maturity Date. 


        2.13 Voluntary Prepayments/Commitment Reductions.    



        (a)   Voluntary Prepayments.



        (i)    Any
time and from time to time: 



        (1)   with
respect to Base Rate Loans, Borrower may prepay any such Loans on any Business Day in whole or in part, in an aggregate minimum amount of $1,000,000 and integral
multiples of $1,000,000 in excess of that amount; 





40













  





        (2)   with
respect to Eurodollar Rate Loans, Borrower may prepay any such Loans on any Business Day in whole or in part in an aggregate minimum amount of $1,000,000 and
integral multiples of $1,000,000 in excess of that amount; and 



        (3)   with
respect to Swingline Loans, Borrower may prepay any such Loans on any Business Day in whole or in part in an aggregate minimum amount of $500,000, and in integral
multiples of $500,000 in excess of that amount. 




        (ii)   All
such prepayments shall be made: 



        (1)   upon
not less than one Business Day's prior written or telephonic notice in the case of Base Rate Loans; 


        (2)   upon
not less than three Business Days' prior written or telephonic notice in the case of Eurodollar Rate Loans; and 


        (3)   upon
written or telephonic notice on the date of prepayment, in the case of Swingline Loans; 






in
each case given to Administrative Agent or Swingline Lender, as the case may be, by 12:00 p.m. (New York City time) on the date required and, if given by telephone, promptly confirmed in
writing to Administrative Agent (and Administrative Agent will promptly transmit such telephonic or original notice for Term Loans or Revolving Loans, as the case may be, by telefacsimile or telephone
to each Lender) or Swingline Lender, as the case may be. Upon the giving of any such notice, the principal amount of the Loans specified in such notice shall become due and payable on the prepayment
date specified therein. Any such voluntary prepayment shall be applied as specified in Section 2.15(a). 



        (b)   Voluntary Commitment Reductions. 



        (i)    Borrower
may, upon not less than three Business Days' prior written or telephonic notice confirmed in writing to Administrative Agent (which original written or
telephonic notice Administrative Agent
will promptly transmit by telefacsimile or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the
Revolving Commitments in an amount up to the amount by which the Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reduction;  provided that, any such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $1,000,000 and integral multiples of
$1,000,000 in excess of that amount. 


        (ii)   Borrower's
notice to Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial
reduction, and such termination or reduction of the Revolving Commitments shall be effective on the date specified in Borrower's notice and shall reduce the Revolving Commitment of each Lender
proportionately to its Pro Rata Share thereof. 





        2.14 Mandatory Prepayments.    



        (a)   Asset Sales and Recovery Events. If on any date Borrower or any of its Restricted Subsidiaries shall receive Net Cash
Proceeds from any Asset Sale or Recovery Event, then, unless a Reinvestment Notice is permitted to be delivered in respect thereof and is so delivered within 30 days from the date that such Net
Cash Proceeds are received, such Net Cash Proceeds shall be applied within 30 days from the date that such Net Cash Proceeds are received toward the prepayment of the Term Loans as set forth in  Section 2.15(b)
; provided that, if a Default or Event of Default has occurred and is continuing
at the time such Net Cash Proceeds are received by Borrower or any of its Restricted Subsidiaries, then such Net Cash Proceeds shall be applied toward the prepayment of the Term Loans and the
reduction of the Revolving Commitments on 



41







 

the
date so received; provided further that, notwithstanding the foregoing, (i) the aggregate Net Cash Proceeds from Asset Sales and Recovery
Events that may be excluded from the foregoing prepayment requirement pursuant to one or more Reinvestment Notices shall not exceed $100,000,000 in any Fiscal Year, and (ii) on each
Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans as set
forth in Section 2.15(b). 


        (b)   Issuance of Equity Securities. On the date of receipt by Borrower of any Net Cash Proceeds from a capital contribution to
(other than any portion of the Parent Cash Dividend that is not expended by Parent or Holdings and is contributed back to Borrower), or the issuance of any Capital Stock of, Borrower, Borrower shall
prepay the Loans as set forth in Section 2.15(b) in an aggregate amount equal to 50% of such Net Cash Proceeds;  provided that, during any period in
which the Consolidated Leverage Ratio (determined for any such period by reference to the most recent Compliance
Certificate delivered pursuant to Section 5.2(b) calculating the Consolidated Leverage Ratio) shall be 3.50:1.00 or less, Borrower shall not be
required to make the prepayments otherwise required by this Section 2.14(b). 



        (c)   Issuance of Indebtedness. On the date of receipt by Borrower or any of its Subsidiaries of any Net Cash Proceeds from the
incurrence of any Indebtedness of Borrower or any of its Subsidiaries (other than with respect to any Indebtedness permitted to be incurred pursuant to  Section 6.2, except for Indebtedness incurred
to refinance the Obligations permitted by  Sections 6.2(j), 6.2(k)(i) and 6.2(l)(i)),
Borrower shall prepay the Loans as set forth in Section 2.15(b) in an aggregate amount equal to 100% of such Net Cash Proceeds. 



        (d)   Consolidated Excess Cash Flow. In the event that there shall be Consolidated Excess Cash Flow for the period commencing
on May 1, 2004 and ending on the last day of Fiscal Year 2004, or for any Fiscal Year of Borrower thereafter, Borrower shall, no later than 90 days after the end of such period or Fiscal
Year, prepay the Loans as set forth in Section 2.15(b) in an aggregate amount equal to 50% of such Consolidated Excess Cash Flow;  provided that, if
the Consolidated Leverage Ratio as at the end of such period or Fiscal Year shall be 3.50:1.00 or less, Borrower shall not be required
to make the prepayments otherwise required hereby. 


        (e)   Revolving Loans and Swing Loans. Borrower shall from time to time prepay  first, the Swingline Loans, and second, the
Revolving Loans to the extent necessary so that the Total
Utilization of Revolving Commitments shall not at any time exceed the Revolving Commitments then in effect. 


        (f)    Prepayment Certificate. Concurrently with any prepayment of the Loans pursuant to  Sections 2.14(a) through 2.14(d),
Borrower shall deliver to Administrative Agent a certificate of
an Authorized Officer demonstrating the calculation of the amount of the applicable Net Cash Proceeds or Consolidated Excess Cash Flow, as the case may be. In the event that Borrower shall
subsequently determine that the actual amount of Net Cash Proceeds or Consolidated Excess Cash Flow exceeded the amount set forth in such certificate, Borrower shall promptly make an additional
prepayment of the Loans in an amount equal to such excess, and Borrower shall concurrently therewith deliver to Administrative Agent a certificate of an Authorized Officer demonstrating the derivation
of such excess. 




        2.15 Application of Prepayments/Reductions.    



        (a)   Application of Voluntary Prepayments by Type of Loans. Any prepayment of any Loan pursuant to  Section 2.13(a) shall be applied as specified by Borrower in the
applicable notice of prepayment;  provided that, in the event Borrower fails to specify the Loans to which any such prepayment shall be applied, such prepayment shall be applied as
follows: 



        (i)    first, to repay outstanding Swingline Loans to the full extent thereof; 




42







 


        (ii)   second, to repay outstanding Revolving Loans to the full extent thereof (without a corresponding reduction of the
Revolving Commitments); and 


        (iii)  third, to prepay the Term Loans, on a pro rata basis. Any prepayment of
any Term Loan pursuant to Section 2.13(a) shall be further applied on a pro rata basis to reduce
the scheduled remaining Installments of principal on such Term Loan. 




        (b)   Application of Mandatory Prepayments by Type of Loans. Any amount required to be paid pursuant to  Sections 2.14(a) through 2.14(d)
 shall be applied as follows: 



        (i)    first, to prepay Term Loans on a pro rata basis (in accordance with the
respective outstanding principal amounts thereof) and shall be further applied on a pro rata basis to the remaining scheduled Installments of principal
of the Term Loans; 


        (ii)   second, to prepay the Swingline Loans to the full extent thereof (without a corresponding reduction of the Revolving
Commitments, except for prepayments required pursuant to (A) Section 2.14(a), if a Default or Event of Default has occurred and is
continuing, and (B) Section 2.14(c); and 


        (iii)  third, to prepay the Revolving Loans to the full extent thereof (without a corresponding reduction of the Revolving
Commitments, except for prepayments required pursuant to (A) Section 2.14(a), if a Default or Event of Default has occurred and is
continuing, and (B) Section 2.14(c). 




        (c)   Application of Prepayments of Loans to Base Rate Loans and Eurodollar Rate Loans. With respect to each Class of
Loans being prepaid separately, any prepayment thereof shall be applied to Base Rate Loans to the full extent thereof before application to Eurodollar Rate Loans, in each case in a manner that
minimizes the amount of any payments required to be made by Borrower pursuant to Section 2.18(c). 




        2.16 General Provisions Regarding Payments.    



        (a)   All
payments by Borrower of principal, interest, fees and other Obligations shall be made in Dollars in same day funds, without defense, set-off or
counterclaim, free of any restriction or condition, and delivered to Administrative Agent not later than 12:00 p.m. (New York City time) on the date due at Administrative Agent's Principal
Office for the account of Lenders; funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by Borrower on the next succeeding Business Day. 


        (b)   All
payments in respect of the principal amount of any Loan (other than voluntary prepayments of Revolving Loans) shall be accompanied by payment of accrued interest on
the principal amount being repaid or prepaid. 


        (c)   Administrative
Agent shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender's applicable Pro Rata Share of all
payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including all fees payable with respect thereto, to the extent received by Administrative
Agent. 


        (d)   Notwithstanding
the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate
Loans in lieu of its Pro Rata Share of any Eurodollar Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter. 



        (e)   Subject
to the provisos set forth in the definition of "Interest Period," whenever any payment to be made hereunder shall be stated to be due on a day that is not a
Business Day, such payment shall be made on the next succeeding Business Day and such extension of time shall be 



43







 




included
in the computation of the payment of interest hereunder or of the Revolving Commitment fees hereunder. 



        (f)    Borrower
hereby authorizes Administrative Agent to charge Borrower's accounts with Administrative Agent in order to cause timely payment to be made to Administrative
Agent of all principal, interest, fees and expenses due hereunder (subject to sufficient funds being available in its accounts for that purpose). 


        (g)   Administrative
Agent shall deem any payment by or on behalf of Borrower hereunder that is not made in same day funds prior to 12:00 p.m. (New York City time) to
be a nonconforming payment. Any such payment shall not be deemed to have been received by Administrative Agent until the later of (i) the time such funds become available funds, and
(ii) the applicable next Business Day. Administrative Agent shall give prompt telephonic notice to Borrower and each applicable Lender (confirmed in writing) if any payment is nonconforming.
Any nonconforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 7.1(a). Interest shall
continue to accrue on any principal as to which a nonconforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next
succeeding applicable Business Day) at the rate determined pursuant to Section 2.10 from the date such amount was due and payable until the date
such amount is paid in full. 


        (h)   If
an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to  Section 7.1, all payments or proceeds received by
Agents hereunder in respect of any of the Obligations shall be applied in accordance with the
application arrangements described in Section 6.4 of the Guaranty and Collateral Agreement. 




        2.17 Ratable Sharing.    Lenders hereby agree among themselves that, except as otherwise provided in the Security Documents with
respect to amounts realized from the exercise of rights with respect to Liens on the Collateral, if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and
applied in accordance with the terms hereof), through the exercise of any right of set-off or banker's lien, by counterclaim or cross action or by the enforcement of any right under the
Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of
principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to such Lender hereunder or under the other Loan Documents (collectively, the
"Aggregate Amounts Due" to such Lender) that is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such
other Lender, then the Lender receiving such proportionately greater payment shall (a) notify Administrative Agent and each other Lender of the receipt of such payment, and (b) apply a
portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously on the receipt by such seller of its portion of such
payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them;  provided that, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon
the bankruptcy or reorganization of Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably
to the extent of such recovery, but without interest. Borrower expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all
rights of banker's lien, set-off or counterclaim with respect to any and all monies owing by Borrower to that holder with respect thereto as fully as if that holder were owed the amount of
the participation held by that holder. 


44







 

        2.18 Making or Maintaining Eurodollar Rate Loans.    



        (a)   Inability to Determine Applicable Interest Rate. In the event that Administrative Agent shall have determined (which
determination shall be final and conclusive and binding on all parties hereto), on any Interest Rate Determination Date with respect to any Eurodollar Rate Loans, that by reason of circumstances
affecting the London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such Loans on the basis provided for in the definition of Adjusted
Eurodollar Rate, Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to Borrower and each Lender of such determination, whereupon
(i) Loans requested to be made as, or converted to, Eurodollar Rate Loans shall be made or continued as Base Rate Loans until such time as Administrative Agent notifies Borrower and Lenders
that the
circumstances giving rise to such notice no longer exist, and (ii) any Funding Notice or Conversion/Continuation Notice given by Borrower with respect to the Loans in respect of which such
determination was made shall be deemed to be a request for the making or continuing of Base Rate Loans. 


        (b)   Illegality or Impracticability of Eurodollar Rate Loans. In the event that on any date any Lender shall have determined
(which determination shall be final and conclusive and binding on all parties hereto but shall be made only after consultation with Borrower and Administrative Agent) that the making, maintaining or
continuation of its Eurodollar Rate Loans (i) has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline or order
(or would conflict with any such treaty, governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or
(ii) has become impracticable, as a result of contingencies occurring after the date hereof that materially and adversely affect the London interbank market or the position of such Lender in
that market, then, and in any such event, such Lender shall be an "Affected Lender" and it shall on that day give notice (by telefacsimile or by
telephone confirmed in writing) to Borrower and Administrative Agent of such determination (which notice Administrative Agent shall promptly transmit to each other Lender). Thereafter (1) the
obligation of the Affected Lender to make Loans as, or to convert Loans to, Eurodollar Rate Loans shall be suspended until such notice shall be withdrawn by the Affected Lender, (2) to the
extent such determination by the Affected Lender relates to a Eurodollar Rate Loan then being requested by Borrower pursuant to a Funding Notice or a Conversion/Continuation Notice, the Affected
Lender shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan, (3) the Affected Lender's obligation to maintain its outstanding
Eurodollar Rate Loans (the "Affected Loans") shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with
respect to the Affected Loans or when required by law, and (4) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Notwithstanding the
foregoing, to the extent a determination by an Affected Lender as described above relates to a Eurodollar Rate Loan then being requested by Borrower pursuant to a Funding Notice or a
Conversion/Continuation Notice, Borrower shall have the option, subject to the provisions of Section 2.18(c), to rescind such Funding Notice or
Conversion/Continuation Notice as to all Lenders by giving notice (by telefacsimile or by telephone confirmed in writing) to Administrative Agent of such rescission on the date on which the Affected
Lender gives notice of its determination as described above (which notice of rescission Administrative Agent shall promptly transmit to each other Lender). Except as provided in the immediately
preceding sentence, nothing in this Section 2.18(b) shall affect the obligation of any Lender other than an Affected Lender to make or maintain
Loans as, or to convert Loans to, Eurodollar Rate Loans in accordance with the terms hereof. 


        (c)   Compensation for Breakage or Non Commencement of Interest Periods. Borrower shall compensate each Lender, upon written
request by such Lender (which request shall set forth the 



45







 




basis
for requesting such amounts), for all reasonable losses, expenses and liabilities (including any interest paid by such Lender to Lenders of funds borrowed by it to make or carry its Eurodollar
Rate Loans and any loss, expense or liability sustained by such Lender in connection with the liquidation or re employment of such funds but excluding loss of anticipated profits) that such Lender may
sustain: (i) if for any reason (other than a default by such Lender) a borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in a Funding Notice or a telephonic
request for borrowing, or a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in a Conversion/Continuation Notice or a telephonic request for
conversion or continuation; (ii) if any prepayment or other principal payment of, or any conversion of, any of its Eurodollar Rate Loans occurs on a date prior to the last day of an Interest
Period applicable to that Loan; or (iii) if any prepayment of any of its Eurodollar Rate Loans is not made on any date specified in a notice of prepayment given by Borrower. 


        (d)   Booking of Eurodollar Rate Loans. Any Lender may make, carry or transfer Eurodollar Rate Loans at, to, or for the account
of any of its branch offices or the office of an Affiliate of such Lender. 


        (e)   Assumptions Concerning Funding of Eurodollar Rate Loans. Calculation of all amounts payable to a Lender under this  Section 2.18 and under Section 2.19 shall be made as though such Lender had actually
funded each of its relevant Eurodollar Rate Loans through the purchase of a Eurodollar deposit bearing interest at the rate obtained pursuant to clause (i) of the definition of Adjusted
Eurodollar Rate in an amount equal to the amount of such Eurodollar Rate Loan and having a maturity comparable to the relevant Interest Period and through the transfer of such Eurodollar deposit from
an offshore office of such Lender to a domestic office of such Lender in the United States of America; provided that, each Lender may fund each of its
Eurodollar Rate Loans in any manner it sees fit and the foregoing assumptions shall be utilized only for the purposes of calculating amounts payable under this  Section 2.18 and under Section 2.19. 




        2.19 Increased Costs; Capital Adequacy.    



        (a)   Compensation For Increased Costs and Taxes. Subject to the provisions of  Section 2.20 (which shall be controlling with respect to the matters covered thereby), in
the event that any Lender (which term shall include
Issuing Bank for purposes of this Section 2.19(a)) shall determine (which determination shall, absent manifest error, be final and conclusive and
binding on all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including the
introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authority, in each case that becomes effective after the date hereof, or
compliance by such Lender with any guideline, request or directive issued or made after the date hereof by any central bank or other governmental or quasi governmental authority (whether or not having
the force of law): (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than any Tax on the overall net income of such Lender) with respect to this Agreement
or any of the other Loan Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount
payable hereunder; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC
insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of
funds by, any office of such Lender (other than any such reserve or other requirements with respect to Eurodollar Rate Loans that are reflected in the definition of Adjusted Eurodollar Rate); or
(iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank
market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to 



46







 

make,
making or maintaining Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Borrower
shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of
calculating, interest or otherwise as such Lender in its sole discretion shall determine) as may be necessary to compensate such Lender for any such increased cost or reduction in amounts received or
receivable hereunder. Such Lender shall deliver to Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional
amounts owed to such Lender under this Section 2.19(a), which statement shall be conclusive and binding on all parties hereto absent manifest
error. 


        (b)   Capital Adequacy Adjustment. In the event that any Lender (which term shall include Issuing Bank for purposes of this  Section 2.19(b)) shall have determined that
the adoption, effectiveness, phase in or applicability after the Closing Date of any law, rule or
regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable
agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any guideline, request or directive regarding capital adequacy
(whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such
Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender's Loans or Revolving Commitments or Letters of Credit, or participations therein or other
obligations hereunder with respect to the Loans or the Letters of Credit to a level below which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness,
phase in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy), then from
time to time, within five Business Days after receipt by Borrower from such Lender of the statement referred to in the next sentence, Borrower shall pay to such Lender such additional amount or
amounts as will compensate such Lender or such controlling corporation on an after tax basis for such reduction. Such Lender shall deliver to Borrower (with a copy to Administrative Agent) a written
statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.19(b), which
statement shall be conclusive and binding on all parties hereto absent manifest error. 




        2.20 Taxes; Withholding, Etc.    



        (a)   Payments to Be Free and Clear. All sums payable by any Loan Party hereunder and under the other Loan Documents shall
(except to the extent required by law) be paid free and clear of, and without any deduction or withholding on account of, any Tax (other than a Tax on the overall net income of any Lender) imposed,
levied, collected, withheld or assessed by or within the United States of America or any political subdivision in or of the United States of America or any other jurisdiction from or to which a
payment is made by or on behalf of any Loan Party or by any federation or organization of which the United States of America or any such jurisdiction is a member at the time of payment. 



        (b)   Withholding of Taxes. If any Loan Party or any other Person is required by law to make any deduction or withholding on
account of any such Tax from any sum paid or payable by any Loan Party to Administrative Agent or any Lender (which term shall include Issuing Bank for purposes of this  Section 2.20(b)) under any
of the Loan Documents: (i) Borrower shall notify Administrative Agent of any such requirement or any change in
any such requirement as soon as Borrower becomes aware of it; (ii) Borrower shall pay any such Tax before the date on which penalties attach thereto, such payment to be made (if the liability
to pay is imposed on any Loan Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, 



47







 




as
the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by such Loan Party in respect of which the relevant deduction, withholding or
payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction (including deductions applicable to additional sums payable under this Section),
withholding or payment, Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment
been required or made; and (iv) within 30 days after paying any sum from that it is required by law to make any deduction or withholding, and within 30 days after the due date of
payment of any Tax which it is required by clause (ii) above to pay, Borrower shall deliver to Administrative Agent evidence satisfactory to the other affected parties of such deduction,
withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided that, no such additional amount shall be
required to be paid to any Lender under clause (iii) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof on
the Closing Date) or after the effective date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction,
withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date hereof or at the date of such
Assignment Agreement, as the case may be, in respect of payments to such Lender. 


        (c)   Other Taxes. In addition, Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with
applicable law. 


        (d)   Indemnification. The Loan Parties shall indemnify Administrative Agent, each Lender and Issuing Bank, within
ten days after written demand therefor, for the full amount of any Taxes or Other Taxes paid by such Agent, Lender or Issuing Bank, as applicable, on or with respect to any payment by or on
account of any obligation of the Loan Parties hereunder (including Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) and any penalties, interest and
reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A
certificate as to the amount of such payment or liability delivered to a Loan Party by a Lender or Issuing Bank, or by Administrative Agent on its own behalf, or on behalf of a Lender or Issuing Bank,
shall be conclusive absent manifest error. 


        (e)   Evidence of Exemption From U.S. Withholding Tax. Each Lender that is not a United States Person (as such term is defined
in Section 7701(a)(30) of the Code) for U.S. federal income tax purposes (a "Non-US Lender") and that is entitled to an exemption
from or a reduction of withholding tax shall deliver to Administrative Agent for transmission to Borrower, on or prior to the Closing Date (in the case of each Lender listed on the signature
pages hereof on the Closing Date) or on or prior to the date of the Assignment Agreement pursuant to which it becomes a Lender (in the case of each other Lender), and at such other times as may
be necessary in the determination of Borrower or Administrative Agent (each in the reasonable exercise of its discretion), (i) two original copies of Internal Revenue Service
Form W-8ECI or W-8BEN, as the case may be (or any successor forms), properly completed and duly executed by such Lender, and such other documentation required under the
Code and reasonably requested by Borrower to establish that such Lender is exempt from or subject to a reduced rate of withholding of United States federal income tax with respect to any payments to
such Lender of principal, interest, fees or other amounts payable under any of the Loan Documents, or (ii) if such Lender is not a "bank" or other Person described in
Section 881(c)(3) of the Code and is claiming exemption from withholding of United States federal income tax under Section 871(h) or 881(c) of the Code, a Certificate Re
Non-Bank Status together with two original copies of Internal Revenue Service Form W-8BEN (or any successor form), properly completed and duly executed by such Lender, 



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and
such other documentation required under the Code and reasonably requested by Borrower to establish that such Lender is not subject to deduction or withholding of United States federal income tax
with respect to any payments to such Lender of interest payable under any of the Loan Documents. Each Lender required to deliver any forms, certificates or other evidence with respect to United States
federal income tax withholding matters pursuant to this Section 2.20(e) hereby agrees, from time to time after the initial delivery by such
Lender of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material
respect, that such Lender shall deliver to Administrative Agent for transmission to Borrower two new original copies of Internal Revenue Service Form W-8ECI or
Form W-8BEN, or a Certificate Re Non-Bank Status and two original copies of Internal Revenue Service Form W-8BEN, as the case may be, properly
completed and duly executed by such Lender, and such other documentation required under the Code and reasonably requested by Borrower to confirm or establish that such Lender is exempt from or subject
to a reduced rate of withholding of United States federal income tax with respect to payments to such Lender under the Loan Documents, or notify Administrative Agent and Borrower of its inability to
deliver any such forms, certificates or other evidence. Borrower shall not be required to pay any additional amount to any Non-US Lender under  Section 2.20(b)(iii) if such Lender shall have failed
(1) to deliver the forms, certificates or other evidence referred to in the second
sentence of this Section 2.20(e), or (2) to notify Administrative Agent and Borrower of its inability to deliver any such forms,
certificates or other evidence, as the case may be; provided that, if such Lender shall have satisfied the requirements of the first sentence of this  Section 2.20(e)
 on the Closing Date or on the date of the Assignment Agreement pursuant to which it became a Lender, as applicable, nothing in
this last sentence of Section 2.20(e) shall relieve Borrower of its obligation to pay any additional amounts pursuant this  Section 2.20 in the
event that, as a result of any change in any applicable law, treaty or governmental rule, regulation or order, or any change
in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact
that such Lender is not subject to withholding as described herein. 


        (f)    Obligation to Mitigate. Each Lender (which term shall include Issuing Bank for purposes of this  Section 2.20) agrees that, as promptly as practicable after the
officer of such Lender responsible for administering its Loans or Letters of
Credit, as the case may be, becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to
receive payments under Section 2.17, 2.18, or  2.19, it will, to the extent not inconsistent with the
internal policies of such Lender and any applicable legal or regulatory restrictions, use
reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions, including any Affected Loans, through another office of such Lender, or (b) take such other measures as
such Lender may deem reasonable, if as a result thereof the circumstances that would cause such Lender to be an Affected Lender would cease to exist or the additional amounts that would otherwise be
required to be paid to such Lender pursuant to Section 2.17, 2.18, or  2.19 would be materially reduced
and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such
Revolving Commitments, Loans or Letters of Credit through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Revolving
Commitments, Loans or Letters of Credit or the interests of such Lender; provided that, such Lender will not be obligated to utilize such other office
pursuant to this Section 2.20 unless Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other
office as described in clause (i) above. A certificate as to the amount of any such expenses payable by Borrower pursuant to this  Section 2.20 (setting forth in reasonable detail the
basis for requesting such amount) submitted by such Lender to Borrower (with a copy to
Administrative Agent) shall be conclusive absent manifest error. 



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        (g)   Defaulting Lenders. Anything contained herein to the contrary notwithstanding, in the event that any Lender, other than
at the direction or request of any regulatory agency or authority, defaults (a "Defaulting Lender") in its obligation to fund (a
"Funding Default") any Revolving Loan or its portion of any unreimbursed payment under  Section 2.3(b)(iv) or 2.4(e)
 (in each case, a "Defaulted
Loan"), then (a) during any Default Period with respect to such Defaulting Lender, such Defaulting Lender shall be deemed not to be a "Lender" for purposes of voting on
any matters (including the granting of any consents or waivers) with respect to any of the Loan Documents; (b) to the extent permitted by applicable law (except as provided in the last sentence
of this Section 2.20), until such time as the Default Excess with respect to such Defaulting Lender shall have been reduced to zero,
(i) any voluntary prepayment of the Revolving Loans shall, if Borrower so directs at the time of making such voluntary prepayment, be applied to the Revolving Loans of other Lenders as if such
Defaulting Lender had no Revolving Loans outstanding and the Revolving Loan Exposure of such Defaulting Lender were zero, and (ii) any mandatory prepayment of the Revolving Loans shall, if
Borrower so directs at the time of making such mandatory prepayment, be applied to the Revolving Loans of other Lenders (but not to the Revolving Loans of such Defaulting Lender) as if such Defaulting
Lender had funded all Defaulted Loans of such Defaulting Lender, it being understood and agreed that Borrower shall be entitled to retain any portion of any mandatory prepayment of the Revolving Loans
that is not paid to such Defaulting Lender solely as a result of the operation of the provisions of this clause (b); (c) such Defaulting Lender's Revolving Commitment and outstanding
Revolving Loans and such Defaulting Lender's Pro Rata Share of the Letter-of-Credit Usage shall be excluded for purposes of calculating the Revolving Commitment fee payable to
Lenders in respect of any day during any Default Period with respect to such Defaulting Lender, and such Defaulting Lender shall not be entitled to receive any Revolving Commitment fee pursuant to  Section 2.11 with
respect to such Defaulting Lender's Revolving Commitment in respect of any Default Period with respect to such Defaulting Lender; and (d) the Total Utilization of Revolving Commitments as at
any date of determination shall be calculated as if such Defaulting Lender had funded all Defaulted Loans of such Defaulting Lender. No Revolving Commitment of any Lender shall be increased or
otherwise affected, and, except as otherwise expressly provided in this Section 2.20, performance by Borrower of its obligations hereunder and
the other Loan Documents shall not be excused or otherwise modified as a result of any Funding Default or the operation of this Section 2.20. The
rights and remedies against a Defaulting Lender under this Section 2.20 are in addition to other rights and remedies that Borrower may have
against such Defaulting Lender with respect to any Funding Default and that Administrative Agent, Issuing Bank, Swingline Lender or any other Lender may have against such Defaulting Lender with
respect to any Funding Default. Notwithstanding the foregoing, in the event of a failure of a Defaulting Lender to make payments owed hereunder to Administrative Agent, the Issuing Bank or the
Swingline Lender, Borrower shall be required to make all payments it would be required to make hereunder if there was no Defaulting Lender, and Administrative Agent, may apply all amounts that
otherwise would have been payable to the Defaulting Lender under the Loan Documents to Administrative Agent, Issuing Bank or Swingline Lender, as the case may be, until the Default Excess with respect
to such Defaulting Lender shall have been reduced to zero. 




        2.21 Removal or Replacement of a Lender.    Anything contained herein to the contrary notwithstanding, in the event that:
(a) (i) any Lender (an "Increased-Cost Lender") shall give notice to Borrower that such Lender is an Affected Lender or that
such Lender is entitled to receive payments under Section 2.18, 2.19 or  2.20, (ii) the
circumstances that have caused such Lender to be an Affected Lender or that entitle such Lender to receive such payments shall
remain in effect, and (iii) such Lender shall fail to withdraw such notice within five Business Days after Borrower's request for such withdrawal; (b) (i) any Lender shall become
a Defaulting Lender, (ii) the Default Period for such Defaulting Lender shall remain in effect, and (iii) such Defaulting Lender shall fail to cure the default 


50







 

as
a result of which it has become a Defaulting Lender within five Business Days after Borrower's request that it cure such default; or (c) in connection with any proposed amendment,
modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 9.5(b) or  9.5(c), the consent of
Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a
"Nonconsenting Lender") whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender,
Defaulting Lender or Nonconsenting Lender (the "Terminated Lender"), Borrower may, by giving written notice to Administrative Agent and any Terminated
Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Commitments, if any, in
full to one or more Eligible Assignees (each a "Replacement Lender") reasonably acceptable to Administrative Agent in accordance with the provisions of  Section 9.6, and Terminated Lender shall pay any fees payable thereunder in connection with such assignment;  provided that, (1) on the date of such assignment,
 the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of
(A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender, (B) an amount equal to all unreimbursed drawings that have been
funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such time, and (C) an amount equal to all accrued, but theretofore unpaid fees owing to such
Terminated Lender pursuant to Section 2.11; (2) on the date of such assignment, Borrower shall pay any amounts payable to such Terminated
Lender pursuant to Section 2.18(c), 2.19 or 2.20,
or otherwise as if it were a prepayment; and (3) in the event such Terminated Lender is a Nonconsenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each
matter in respect of which such Terminated Lender was a Nonconsenting Lender; provided further that, Borrower may not make such election with respect to
any Terminated Lender that is also an Issuing Bank unless, prior to the effectiveness of such election, Borrower shall have caused each outstanding Letter of Credit issued thereby to be cancelled.
Upon the prepayment of all amounts owing to any Terminated Lender and the termination of such Terminated Lender's Revolving Commitments, if any, such Terminated Lender shall no longer constitute a
"Lender" for purposes hereof; provided that, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated
Lender. In the event any Terminated Lender fails to execute the agreements required under Section 9.6 in connection with an assignment pursuant
to this Section 2.21, Borrower may, upon three Business Days prior notice to such Terminated Lender, execute such agreements on behalf of such
Terminated Lender, and any such agreements so executed by Borrower, the Replacement Lender and Administrative Agent shall be effective for purposes of this  Section 2.21 and for Section 9.6. 


SECTION 3. CONDITIONS PRECEDENT  


        3.1 Closing Date.    The obligation of any Lender to make a Credit Extension on the Closing Date is subject to the satisfaction,
or waiver in accordance with Section 9.5, of the following conditions on or before the Closing Date: 



        (a)   Loan Documents. Administrative Agent shall have received such originally-executed copies of each Loan Document executed
by Holdings and each Loan Party, as applicable, as Administrative Agent shall request. 


        (b)   Organizational Documents; Incumbency. Administrative Agent shall have received (i) a copy of each Organizational
Document of Holdings and each Loan Party, and, to the extent applicable, certified as of a recent date by the appropriate governmental official, each dated the Closing Date or a recent date prior
thereto; (ii) signature and incumbency certificates of the officers of such Person executing the Loan Documents to which it is a party; (iii) resolutions of the board of directors or
similar governing body of Holdings and each Loan Party approving and authorizing the execution, delivery and performance of this Agreement and the other Loan 



51







 




Documents
to which it is a party or by which it or its assets may be bound as of the Closing Date, certified as of the Closing Date by its secretary or an assistant secretary as being in full force
and effect without modification or amendment; (iv) such good standing certificates as Administrative Agent may request from the applicable Governmental Authority of Holdings and each Loan
Party's jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated a recent date
prior to the Closing Date; and (v) such other documents as Administrative Agent may reasonably request. 


        (c)   Organizational and Capital Structure. The organizational structure and capital structure of Borrower and its
Subsidiaries, both before and after giving effect to the transactions to occur on the Closing Date, shall be as set forth on Schedule 4.15. 



        (d)   Consummation of Tender Offer. (i) The Existing Senior Subordinated Notes tendered pursuant to the Tender Offer
shall have been accepted for payment in a manner reasonably satisfactory to Administrative Agent and in compliance in all material respects with all applicable laws and regulations,
(ii) Administrative Agent shall have received from Borrower evidence satisfactory to Administrative Agent that, on the Closing Date, after giving effect to the transactions contemplated by the
Loan Documents and the Tender Offer, the Tender Costs shall have been paid, (iii) Administrative
Agent shall have received from Borrower evidence satisfactory to Administrative Agent that, on the Closing Date, after giving effect to the transactions contemplated by the Loan Documents, the Parent
Cash Dividend shall have been or will be paid to Parent, and (iv) the Existing Senior Subordinated Note Indenture shall have been modified in a manner satisfactory to Administrative Agent. 


        (e)   Existing Indebtedness. On the Closing Date, Administrative Agent shall have received evidence satisfactory to it that,
after giving effect to the transactions contemplated by the Loan Documents, Borrower and its Subsidiaries shall have no Indebtedness other than the Indebtedness under the Loan Documents and otherwise
as permitted under Section 6.2. 



        (f)    Transaction Costs. On or prior to the Closing Date, Borrower shall have paid or made provision for the payment of the
Transaction Costs. 


        (g)   Governmental Authorizations and Consents. Each Loan Party and Holdings shall have obtained all Governmental
Authorizations and all consents of other Persons, in each case that are necessary or advisable in connection with the transactions contemplated by the Loan Documents and the other Closing Date
Transactions, and each of the foregoing shall be in full force and effect and in form and substance reasonably satisfactory to Administrative Agent. All applicable waiting periods shall have expired
without any action being taken or threatened by any competent authority that would restrain, prevent or otherwise impose adverse conditions on the transactions contemplated by the Loan Documents, the
other Closing Date Transactions or the financing thereof and no action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing shall be
pending, and the time for any applicable agency to take action to set aside its consent on its own motion shall have expired. 


        (h)   Title Policy Endorsements. On or prior to the Closing Date, Administrative Agent shall have received the
irrevocable written agreement of the issuers of the applicable Existing Title Policies, subject only to the recordation of the applicable Mortgage Amendments and the payment of all applicable
premiums and other charges due such issuers, to issue the Endorsement Borrower is required to deliver pursuant to Section 5.15(b);  provided however,
that without derogation of the limitation imposed on Borrower pursuant  Section 5.15(b) in respect of the exceptions to coverage permitted to be shown on such Endorsements, said written agreement of
the title company
shall permit the title company to show as an exception any matter of record arising after the effective date of the applicable Existing Title Policy. 



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        (i)    Personal Property Collateral. To create in favor of Administrative Agent, for the benefit of Secured Parties, a valid,
perfected First Priority security interest in the personal property Collateral, Administrative Agent shall have received: 



        (i)    evidence
satisfactory to Administrative Agent of the compliance by each Loan Party and Holdings with their obligations under the Guaranty and Collateral Agreement and
the other Security Documents (including their obligations to execute and deliver UCC financing statements, originals of securities, instruments and chattel paper and any agreements governing deposit
or securities accounts, in each case, to the extent required therein); 


        (ii)   the
results of a recent search, by a Person satisfactory to Administrative Agent, of all effective UCC financing statements (or equivalent filings) made with respect to
any personal or mixed property of Holdings and any Loan Party in the jurisdictions applicable to Holdings and such Loan Party, together with copies of all such filings disclosed by such search, and
(B) amendments to UCC financing statements (or similar documents) duly executed by all applicable Persons for filing in all applicable jurisdictions as may be necessary to give effect to
assignments of the applicable UCC financing statements (or equivalent filings) disclosed in such search (other than any such financing statements in respect of Permitted Liens); 


        (iii)  evidence
that each Loan Party and Holdings shall have taken or caused to be taken any other action, executed and delivered or caused to be executed and delivered any
other agreement, document and instrument (including any Intercompany Notes evidencing Indebtedness permitted to be incurred pursuant to  Section 6.2(b)) and made or caused to be made any other
filing and recording (other than as set forth herein) reasonably required by
Administrative Agent. 




        (j)    Evidence of Insurance. Administrative Agent shall have received a certificate from Borrower's insurance broker or other
evidence satisfactory to it that all insurance required to be maintained pursuant to Section 5.5 is in full force and effect and that
Administrative Agent, for the benefit of Secured Parties, has been named as additional insured or loss payee, as applicable, thereunder to the extent required under  Section 5.5. 


        (k)   Opinions of Counsel to Loan Parties and Holdings. Administrative Agent and Lenders and their respective counsel shall
have received originally executed copies of the favorable written opinions of each of (i) Hogan & Hartson L.L.P., counsel for the Loan Parties and Holdings, in the form of  Exhibit D,
and (ii) Bass, Berry & Simms PLC as to such other matters as Administrative Agent may reasonably request, dated as of
the Closing Date and otherwise in form and substance reasonably satisfactory to Administrative Agent (and each Loan Party and Holdings hereby instructs such counsel to deliver such opinions to Agents
and Lenders). 


        (l)    Fees. Borrower shall have paid to Agents, the fees payable on the Closing Date referred to in  Section 2.11(d). 



        (m)  Solvency Certificate. On the Closing Date, Administrative Agent shall have received a Solvency Certificate from Borrower,
dated the Closing Date, and addressed to Administrative Agent and Lenders, in form, scope and substance satisfactory to Administrative Agent, demonstrating that after
giving effect to the consummation of the transactions to occur on the Closing Date, Borrower and its Subsidiaries are and will be Solvent. 


        (n)   Closing Date Certificate. Borrower shall have delivered to Administrative Agent an originally executed Closing Date
Certificate, together with all attachments thereto. 


        (o)   Credit Rating. The credit facilities provided for under this Agreement shall have been assigned a credit rating by S&P
and Moody's. 



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        (p)   No Litigation. There shall not exist any action, suit, investigation, litigation or proceeding or other legal or
regulatory developments, pending or threatened in any court or before any arbitrator or Governmental Authority that, in the opinion of Administrative Agent, singly or in the aggregate, could
reasonably be expected to restrain, prevent or impose materially burdensome conditions on any of the Closing Date Transactions, the financing thereof or any of the other transactions contemplated by
the Loan Documents or that could have a Material Adverse Effect. 


        (q)   No Material Adverse Effect. Since January 2, 2004, there shall not have occurred a Material Adverse Effect and
there shall have been no development or event that could reasonably be expected to have a Material Adverse Effect. 


        (r)   Information for Regulators. Administrative Agent shall have received, sufficiently in advance of the Closing Date, all
documentation and other information required by Governmental Authorities under applicable "know your customer" and anti-money-laundering rules and regulations, including the Patriot Act. 


        (s)   Completion of Proceedings. All partnership, corporate and other proceedings taken or to be taken in connection with the
transactions contemplated hereby and all documents incidental thereto shall be satisfactory in form and substance to Administrative Agent and such counsel, and Administrative Agent and such counsel
shall have received all such counterpart originals or certified copies of such documents as Administrative Agent may reasonably request. 




Each
Lender, by delivering its signature page to this Agreement and funding a Loan on the Closing Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan
Document and each other document required to be approved by any Agent, Requisite Lenders or Lenders, as applicable on the Closing Date. 


        3.2 Conditions to Each Credit Extension.    



        (a)   Conditions Precedent. The obligation of each Lender to make any Loan, or Issuing Bank to issue any Letter of Credit, on
any Credit Date, including the Closing Date, are subject to the satisfaction, or waiver in accordance with Section 9.5, of the following
conditions precedent: 



        (i)    Administrative
Agent shall have received a fully executed and delivered Funding Notice or Issuance Notice, as the case may be; 


        (ii)   after
making the Credit Extensions requested on such Credit Date, the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in
effect; 


        (iii)  as
of such Credit Date, the representations and warranties contained herein and in the other Loan Documents shall be true and correct in all material respects on and
as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such
representations and warranties shall have been true and correct in all material respects on and as of such earlier date; 


        (iv)  as
of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute an
Event of Default or a Default; and 


        (v)   on
or before the date of issuance of any Letter of Credit, Administrative Agent shall have received all other information required by the applicable Issuance Notice, and
such other documents or information as Issuing Bank may reasonably require in connection with the issuance of such Letter of Credit. 




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Any
Agent shall be entitled, but not obligated to, request and receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to the requesting party confirming
the satisfaction of any of the foregoing if, in the good faith judgment of such Agent such request is warranted under the circumstances. 



        (b)   Notices. Any Notice shall be executed by an Authorized Officer in a writing delivered to Administrative Agent. In lieu of
delivering a Notice, Borrower may give Administrative Agent telephonic notice by the required time of any proposed borrowing, conversion/continuation or issuance of a Letter of Credit, as the case may
be; provided that, each such notice shall be promptly confirmed in writing by delivery of the applicable Notice to Administrative Agent on or before the
applicable date of borrowing, continuation/conversion or issuance. Neither Administrative Agent nor any Lender shall incur any liability to Borrower in acting on any telephonic notice referred to
above that Administrative Agent believes in good faith to have been given by an Authorized Officer or other person authorized on behalf of Borrower or for otherwise acting in good faith. 




SECTION 4. REPRESENTATIONS AND WARRANTIES  


        To induce the Agents, Lenders and Issuing Bank to enter into this Agreement and to make each Credit Extension hereunder, Borrower represents and warrants to each
Agent, Lender and Issuing Bank, on the Closing Date and on each Credit Date, that the following statements are true and correct: 


        4.1 Financial Condition.    



        (a)   The
unaudited pro forma consolidated balance sheet of Borrower and its consolidated Subsidiaries as at April 1,
2004 (the "Balance Sheet"), copies of which have been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such
date) to (i) the Loans outstanding after giving effect to the Loans to be made on the Closing Date and the use of proceeds thereof, (ii) the Closing Date Transactions, and
(iii) the payment of estimated fees and expenses in connection with the foregoing. 


        (b)   The
audited consolidated balance sheets of Borrower and its consolidated Subsidiaries as at Fiscal Year end 2003, 2002 and 2001, and the related consolidated statements
of income and of cash flows for such Fiscal Years, reported on and accompanied by an unqualified report from KPMG LLP or Deloitte & Touche LLP, as applicable, present fairly the consolidated
financial condition of Borrower and its Subsidiaries as at such dates, and the consolidated results of its operations and its consolidated cash flows for the respective Fiscal Years then ended. The
unaudited consolidated balance sheet of Borrower and its Subsidiaries as at April 1, 2004 and the related unaudited consolidated statements of income and cash flows for the period ended on such
date, present fairly the consolidated financial condition of Borrower and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the
period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto (collectively, the
"Historical Financial Statements"), have been prepared in accordance with GAAP applied consistently throughout the periods involved. As of the Closing
Date, Borrower and its Subsidiaries do not have any material Contingent Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or
long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent
financial statements referred to in this paragraph. 


        (c)   On
and as of the Closing Date, the projections of Borrower and its Subsidiaries for the period Fiscal Year 2004 through and including Fiscal Year 2011 (the
"Closing Date Projections") are based on good faith estimates and assumptions made by the management of Borrower;  provided that, the Closing Date
Projections are not to be viewed as facts and that actual results 



55







 




during
the period or periods covered by the Closing Date Projections may differ from such Closing Date Projections and that the differences may be material; provided
further that, as of the Closing Date, management of Borrower believed that the Closing Date Projections were reasonable and attainable. 




        4.2 No Change.    As of the Closing Date and since January 2, 2004, there has been no development or event that has had
or could reasonably be expected to have a Material Adverse Effect. Since the Closing Date, there has been no development or event that has had or could reasonably be expected to have a Material
Adverse Effect. 


        4.3 Corporate Existence and Compliance with Laws.    Each of Holdings, Borrower and its Subsidiaries: (a) is, except as
described on Schedule 4.3, duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization,
(b) has the corporate or other power and authority, and the legal right, to own and operate its Property, to lease the Property it operates as lessee and to conduct the business in which it is
currently engaged, (c) is, except as described on Schedule 4.3, duly qualified as a foreign corporation, partnership, or limited liability
company, as applicable, and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification and
(d) is in compliance with all Requirements of Law except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse
Effect. 


        4.4 Corporate Power; Authorization; Enforceable Obligations.    Each Loan Party and Holdings has the requisite power and
authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of Borrower, to borrow hereunder. Each Loan Party and Holdings has taken all
necessary corporate action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of Borrower, to authorize the borrowings on the terms and
conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the
borrowings hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents or with the consummation of the Closing Date
Transactions, except (i) consents, authorizations, filings and notices described in Schedule 4.4, which consents, authorizations, filings
and notices have been obtained or made and are in full force and effect and (ii) the filings contemplated by Section 4.19. Each Loan
Document has been duly executed and delivered on behalf of Holdings and each Loan Party signatory thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a
legal, valid and binding obligation of Holdings and each Loan Party signatory thereto, enforceable against Holdings and each such Loan Party in accordance with its terms, except as enforceability may
be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether
enforcement is sought by proceedings in equity or at law). 


        4.5 No Legal Bar.    The execution, delivery and performance of this Agreement, the other Loan Documents, the issuance of
Letters of Credit, the borrowings hereunder, the use of the proceeds thereof and the consummation of the Closing Date Transactions will not violate any Requirement of Law or any material Contractual
Obligation of Borrower or any of its Subsidiaries and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any
Requirement of Law or any such Contractual Obligation (other than the Liens created by the Loan Documents). No Requirement of Law or Contractual Obligation applicable to Borrower or any of its
Subsidiaries could reasonably be expected to have a Material Adverse Effect. 


        4.6 No Material Litigation.    Except as set forth on Schedule 4.6, no
litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to Borrower's knowledge, threatened by or against Borrower or any of its Subsidiaries or
against any of their 


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respective
properties or revenues (i) with respect to any of the Loan Documents or any of the transactions contemplated hereby or thereby or (ii) that could reasonably be expected to
have a Material Adverse Effect. 


        4.7 No Default.    Neither Borrower nor any of its Subsidiaries is in default under or with respect to any of its Contractual
Obligations in any respect that could reasonably be expected to have a Material Adverse Effect. No Default or Event of Default has occurred and is continuing. 


        4.8 Ownership of Property; Liens.    Each of Borrower and its Restricted Subsidiaries is the sole owner of, legally and
beneficially, and has good, marketable and insurable title in fee simple to, or a valid leasehold interest in, all its Real Estate Assets, and good title to, or a valid leasehold interest in, all its
other Property, and none of such Property is subject to any Liens, claims, liabilities, obligations, charges or restrictions of any kind, nature or description except for any Permitted Lien. None of
the Pledged Equity Interests is subject to any Lien except for Permitted Liens. 


        4.9 Intellectual Property.    



        (a)   Borrower
and each of its Restricted Subsidiaries owns, or is licensed to use, all material Intellectual Property necessary for the conduct of its business as currently
conducted. Except as described on Schedule 4.6, no material claim has been asserted or is pending by any Person challenging or questioning the
use of any Intellectual Property or the validity or effectiveness of any Intellectual Property, nor does Borrower know of any valid basis for any such claim, except with respect to claims that could
not reasonably be expected to have a Material Adverse Effect. To Borrower's knowledge, the use of Intellectual Property by Borrower and its Restricted Subsidiaries does not infringe on the rights of
any
Person in any material respect, except with respect to the matters described on Schedule 4.6, or with respect to any matter that could not be
reasonably expected to have a Material Adverse Effect. 


        (b)   As
of the Closing Date, Schedule 4.9(b) (i) identifies each of the trademarks, service marks and trade name
applications and registrations registered by, made by or otherwise held, directly or indirectly, by the Loan Parties and identifies which such Person registered, made or otherwise holds such
Intellectual Property, and (ii) specifies as to each, the jurisdiction in which such Intellectual Property has been issued or registered (or, if applicable, in which an application for such
issuance or registration has been filed), including the respective registration or application numbers and applicable dates of registration or application and expiration. 



        (c)   As
of the Closing Date, Schedule 4.9(c) (i) identifies each of the patents and patent applications owned
by, made by or otherwise held, directly or indirectly, by the Loan Parties and identifies which such Person owns, made or otherwise holds such Intellectual Property, and (ii) specifies as to
each, the jurisdiction in which such Intellectual Property has been issued or registered (or, if applicable, in which an application for such issuance or registration has been filed), including the
respective patent or application numbers and applicable dates of issuance or application and expiration. 



        (d)   As
of the Closing Date, Schedule 4.9(d) (i) identifies each of the copyrights and copyright applications
and registrations registered by, made by or otherwise held, directly or indirectly, by the Loan Parties and identifies which such Person registered, made or otherwise holds such Intellectual Property,
and (ii) specifies as to each, the jurisdiction in which such Intellectual Property has been issued or registered (or, if applicable, in which an application for such issuance or registration
has been filed), including the respective registration or application numbers and applicable dates of registration or application and expiration. 



        (e)   As
of the Closing Date, Schedule 4.9(e) identifies all material licenses, sublicenses and other agreements
relating to Intellectual Property (other than licenses or sublicenses of individual 



57







 




motion
pictures) to which any of the Loan Parties is a party and pursuant to which (i) any of the Loan Parties is a licensor or sublicensor or the equivalent (except for such agreements between
Loan Parties) or (ii) any other Person (other than a Loan Party) is authorized to use any Intellectual Property as a licensee, sublicensee or the equivalent. 




        4.10 Taxes.    Borrower and each of its Subsidiaries have filed or caused to be filed all federal, and material state and other
tax returns that are required to be filed and has paid all taxes shown to be due and payable on said returns or on any assessments made against it or any of its Property and all other taxes, fees or
other charges imposed on it or any of its Property by any Governmental Authority, in each case prior to delinquency (other than any taxes, the amount or validity of which are currently being contested
in good faith by appropriate proceedings and with respect to which reserves in
conformity with GAAP have been provided on the books of Borrower or such Subsidiary, as the case may be); the contents of all such tax returns are correct and complete in all material respects, no tax
Lien has been filed (other than with respect to real property taxes and assessments that are not yet delinquent), and, to Borrower's knowledge, no claim is being asserted, with respect to any such
tax, fee or other charge, other than with respect to taxes that are not yet due and payable. 


        4.11 Federal Regulations.    No part of the proceeds of the Loans or Letters of Credit will be used for purchasing or carrying
any "margin stock" (within the meaning of Regulation U) or for the purpose of purchasing, carrying or trading in any securities under such circumstances as to involve Borrower in a violation of
Regulation X or to involve any broker or dealer in a violation of Regulation T. No indebtedness being reduced or retired out of the proceeds of the Loans or Letters of Credit was or will
be incurred for the purpose of purchasing or carrying any "margin stock" (within the meaning of Regulation U). Following application of the proceeds of the Loans and Letters of Credit, "margin
stock" (within the meaning of Regulation U) does not constitute more than 25% of the value of the assets of Borrower and its consolidated Subsidiaries. None of the transactions contemplated by
this Agreement (including the direct and indirect use of proceeds of the Loans and Letters of Credit) will violate or result in a violation of Regulation T, Regulation U or
Regulation X. If requested by any Lender or Administrative Agent, Borrower will furnish to Administrative Agent and each Lender a statement to the foregoing effect in conformity with the
requirements of Regulation U. 


        4.12 Labor Matters.    There are no strikes, stoppages, slowdowns or other labor disputes against Borrower or any of its
Subsidiaries pending or, to Borrower's knowledge, threatened that (individually or in the aggregate) could reasonably be expected to have a Material Adverse Effect. Hours worked by and payment made to
employees of Borrower and its Subsidiaries have not been in violation of the Fair Labor Standards Act of 1938, as amended, or any other applicable Requirement of Law dealing with such matters that
(individually or in the aggregate) could reasonably be expected to have a Material Adverse Effect. All payments due from Borrower or any of its Subsidiaries on account of employee health and welfare
insurance that (individually or in the aggregate) could reasonably be expected to have a Material Adverse Effect if not paid have been paid or accrued as a liability on the books of Borrower or the
relevant Subsidiary. 


        4.13 ERISA.    Neither a Reportable Event nor an "accumulated funding deficiency" (within the meaning of Section 412 of
the Code or Section 302 of ERISA) has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each
Plan has complied in all material respects with all applicable provisions of ERISA and the Code. No termination of a Single-Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has
arisen, during such five-year period. The present value of all accrued benefits under each Single-Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last
annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by a material amount.
Neither Borrower nor any Commonly-Controlled Entity has had a complete or partial withdrawal from any 


58







 



Multiemployer
Plan that has resulted or could reasonably be expected to result in a material liability under ERISA, and neither Borrower nor any Commonly-Controlled Entity would become subject to any
material liability under ERISA if Borrower or any such Commonly-Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on
which this representation is made or deemed made. No such Multiemployer Plan is in Reorganization or Insolvent. 


        4.14 Investment Company Act; Other Regulations.    Neither Holdings nor any Loan Party is (a) an "investment company," or
a company "controlled" by an "investment company," within the meaning of the Investment Company Act of 1940, as amended or (b) a "holding company," an "affiliate" of a "holding company" or a
"subsidiary company" of a "holding company," as defined in, or subject to regulation under, the Public Utility Holding Company Act of 1935, as amended. Neither Holdings nor any Loan Party is subject
to regulation under any Requirement of Law (other than Regulation X) that limits or conditions its ability to incur Indebtedness. 


        4.15 Subsidiaries.    



        (a)   The
Subsidiaries listed on Schedule 4.15 constitute all the Subsidiaries of Borrower as of the Closing Date.  Schedule 4.15 sets forth, as of the
Closing Date, the name and jurisdiction of incorporation of each Subsidiary and, as to each such Subsidiary,
the percentage and number of each class of Capital Stock owned by Borrower and its Subsidiaries. As of the Closing Date, Borrower has no direct subsidiaries other than Regal Cinemas, Inc., a
Tennessee corporation, and Regal Cinemas Bonds Corporation, a Delaware corporation. 


        (b)   There
are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments of any nature relating to any Capital Stock of Borrower.
Except to the extent not otherwise prohibited by the terms of this Agreement, there are no outstanding subscriptions, options, warrants, calls, rights or other agreements of any nature relating to any
Capital Stock of any of the Subsidiaries, except as disclosed on Schedule 4.15. Neither Borrower nor any of its Subsidiaries have
issued, or authorized the issuance of, any Disqualified Stock (except as expressly permitted under this Agreement). 




        4.16 Use of Proceeds.    The proceeds of the Term Loans, Revolving Loans and the Letters of Credit shall be used in accordance
with Section 2.6. 


        4.17 Environmental Matters.    Other than as set forth on Schedule 4.17
and exceptions to any of the following that could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect: 



        (a)   Borrower
and its Subsidiaries: (i) are, and within the period of all applicable statutes of limitation have been, in compliance with all applicable Environmental
Laws; and (ii) reasonably believe that compliance with all applicable Environmental Laws that are or are expected to become applicable to any of them will be timely attained and maintained,
without material expense. 


        (b)   Hazardous
Materials are not present at, on, under, or in any real property now or formerly owned, leased or operated by Borrower or any of its Subsidiaries, or at any
other location (including any location to which Hazardous Materials have been sent for re-use or recycling or for treatment, storage, or disposal) that could reasonably be expected to
(i) give rise to liability of Borrower or any of its Subsidiaries under any applicable Environmental Law or otherwise result in material costs to Borrower or any of its Subsidiaries, or
(ii) interfere in any material respect with Borrower's or any of its Subsidiaries' continued operations, or (iii) impair the fair saleable value of any real property owned or leased by
Borrower or any of its Subsidiaries. 



59







 




        (c)   There
is no judicial, administrative, or arbitral proceeding (including any notice of violation or alleged violation) under or relating to any Environmental Law to which
Borrower or any of its Subsidiaries is, or to Borrower's knowledge could reasonably be expected to be, named as a party that is pending or, to Borrower's knowledge, threatened. 


        (d)   Neither
Borrower nor any of its Subsidiaries have received any written request for information, or been notified of any Environmental Claim that it is a potentially
responsible party under or relating to CERCLA, or any similar Environmental Law, or with respect to any Hazardous Materials. 



        (e)   Neither
Borrower nor any of its Subsidiaries have entered into or agreed to any consent decree, order, or settlement or other agreement, or is subject to any judgment,
decree, or order or other
agreement, in any judicial, administrative, arbitral, or other forum for dispute resolution, relating to compliance with or liability under any Environmental Law and which is outstanding as of the
Closing Date. 


        (f)    To
Borrower's knowledge, there are no past or present actions, activities, circumstances, conditions, events or incidents, including any Hazardous Materials Activity,
that could reasonably be expected to form the basis of any Environmental Claim against Borrower or any of its Subsidiaries, or to Borrower's knowledge, against any person or entity whose liability for
any Environmental Claim Borrower has retained or assumed either contractually or by operation of law. 


        (g)   Borrower
has provided to the Secured Parties all assessments, reports, data, results of investigations or audits, and other information that is in the possession of or
reasonably available to Borrower or any of its Subsidiaries regarding environmental matters pertaining to, or the environmental condition of, the business of Borrower or any of its Subsidiaries, or
the compliance (or noncompliance) by Borrower and its Subsidiaries with any Environmental Laws, except where any such information does not disclose any condition that could reasonably be expected to
have a Material Adverse Effect. 




        4.18 Accuracy of Information, Etc.    No statement or information contained in this Agreement, any other Loan Document, the
Confidential Information Memorandum or any other document, certificate or statement furnished to any Agent or Lender, by or on behalf of Borrower or any of its Subsidiaries for use in connection with
the transactions contemplated by this Agreement or the other Loan Documents, contained as of the date such statement, information, document or certificate was so furnished, when taken together with
all other information so furnished, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein not misleading.
The projections and pro forma financial information contained in the materials referenced above are based on good faith estimates and assumptions
believed by management of Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as fact and
that actual results during the period or periods covered by such financial information may differ materially from the projected results set forth therein. There is no fact known to Borrower or any of
its Subsidiaries that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents, in the Confidential Information
Memorandum or in any other documents, certificates and written statements furnished to Agents and Lenders for use in connection with the transactions contemplated hereby and by the other Loan
Documents. 


        4.19 Security Documents.    



        (a)   The
Guaranty and Collateral Agreement is effective to create, in favor of Administrative Agent for the benefit of the Secured Parties, a legal, valid, binding and
enforceable security interest in the Collateral described therein and proceeds and products thereof. In the case of 



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(i) the
Pledged Equity Interests represented by stock or other certificates, as of the date when such stock or other certificates representing such Pledged Equity Interests were delivered to
Administrative Agent, and (ii) the other Collateral described in the Guaranty and Collateral Agreement that is subject to perfection by the filing of financing statements in the jurisdiction of
organization of Borrower and each Guarantor, as of the date when financing statements in appropriate form were filed in the offices specified on  Schedule 4.19(a), the Lien and security interest
granted pursuant to the Guaranty and Collateral Agreement constituted, and such Lien and
security interest continue to constitute, a fully-perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds and products
thereof, as security for the Obligations (as defined in the Guaranty and Collateral Agreement), in each case prior and superior in right to any other Lien (except Permitted Liens). 


        (b)   As
of the Closing Date, Schedule 4.19(b) sets forth a true, complete and correct list of all Real Estate Assets
that are encumbered by an Existing Mortgage. Each of the Mortgages is effective to create in favor of Administrative Agent, for the benefit of the Secured Parties, a legal, valid, binding and
enforceable Lien on, and security interest in, the Mortgaged Properties described therein, (i) with respect to each Existing Mortgage, as of the date when a Mortgage Amendment described in  Section 5.15 is timely and properly filed with respect to such Existing Mortgage, and (ii) with respect to any New Mortgage entered into
after the Closing Date, as of the date such Mortgage is timely and properly filed in the appropriate offices in respect of such Mortgages). Each Mortgage shall constitute a fully-perfected Lien on,
and security interest in, the Mortgaged Property described therein, as security for the Obligations, in each case prior and superior in right to the Lien of any other Person, other than Permitted
Liens. 


        (c)   The
Guaranty and Collateral Agreement is effective to create, in favor of Administrative Agent for the benefit of the Secured Parties, a legal, valid, binding and
enforceable security interest in the Collateral consisting of Intellectual Property and proceeds and products thereof. Upon the filing or recording of the Guaranty and Collateral Agreement (or a
memorandum thereof in form and substance reasonably satisfactory to Administrative Agent) in the offices described in the Guaranty and Collateral Agreement (or such memorandum thereof) will constitute
a fully-perfected Lien on, and security interest in, all right, title and interest of Borrower and each Guarantor in the Intellectual Property Collateral described therein and the proceeds and
products thereof, as security for the Obligations (as defined in the Guaranty and Collateral Agreement), in each case prior and superior in right to any other Person (except Permitted Liens). 


        (d)   The
Guaranty and Pledge Agreement is effective to create, in favor of Administrative Agent for the benefit of the Secured Parties, a legal, valid, binding and
enforceable Lien and security interest in all of the Capital Stock of Borrower, and upon the delivery of the certificates representing such Capital Stock to Administrative Agent, such Lien and
security interest will constitute a perfected Lien, superior in right to and free and clear of any other Lien. 




        4.20 Solvency.    Each Loan Party and Holdings is, and after giving effect to the incurrence of all Indebtedness and obligations
being incurred in connection with the Loan Documents through and including the Closing Date, will be and will continue to be, Solvent. 


        4.21 Senior Indebtedness.    The Obligations (including the Guarantied Obligations) constitute "Senior Indebtedness" and
"Permitted Indebtedness" under and as defined in the documents relating to any Permitted Subordinated Indebtedness and any Permitted Subordinated Refinancing. The Liens of Administrative Agent for the
benefit of the Secured Parties on the Collateral are permitted under the terms of the documents relating to any Permitted Subordinated Indebtedness, any Permitted Subordinated Refinancing and any
Permitted Senior Refinancing. 


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        4.22 Regulation H.    No Mortgage encumbers any improved Real Estate Asset that is located in an area that has been
identified by the Secretary of Housing and Urban Development as an area having special flood hazards and in which flood insurance has been made available under the National Flood Insurance Act of
1968, as amended. 


        4.23 Insurance.    The insurance policies currently maintained by Borrower and its Restricted Subsidiaries are with insurers of
recognized financial responsibility and cover such losses and risks in such amounts as are prudent and customary in the businesses in which they are engaged; and none of Borrower or any of its
Restricted Subsidiaries (i) has received notice from any insurer or agent of such insurer that substantial capital improvements or other material expenditures will have to be made in order to
continue such insurance at a cost, with respect to such improvements or expenditures, that could reasonably be expected to have a Material Adverse Effect, or (ii) has any reason to believe that
it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers at a cost that could not reasonably be expected to
have a Material Adverse Effect. 


        4.24 Real Estate.    



        (a)   As
of the Closing Date, Schedule 4.24(a) sets forth a true, complete and correct list of all owned or leased Real
Estate Assets used or occupied by Borrower or any of its Subsidiaries. 


        (b)   The
Real Estate Assets and the current use thereof comply with (i) all applicable Requirements of Law (including building and zoning ordinances and codes), and
neither Borrower nor any of its Subsidiaries is a nonconforming user of any Real Estate Asset, and (ii) all Insurance Requirements, in
each case except where noncompliance could not reasonably be expected to have a Material Adverse Effect. 



        (c)   No
taking, condemnation or other eminent domain proceeding by any Governmental Authority has been commenced or, to the best of Borrower's knowledge, is contemplated with
respect to all or any portion of any material Real Estate Assets or for any materially adverse relocation of roadways providing access to such Real Estate Asset, in each case except as could not
reasonably be expected to have a Material Adverse Effect. 


        (d)   There
are no current, pending or, to Borrower's best knowledge, proposed special or other assessments for public improvements or otherwise affecting any Mortgaged
Property, nor are there any contemplated improvements to such Mortgaged Property that may result in such special or other assessments, in each case other than such assessments that will be paid prior
to delinquency or as could not reasonably be expected to have a Material Adverse Effect. 


        (e)   Neither
Borrower nor any of its Subsidiaries have suffered, permitted or initiated the joint assessment of any fee-owned Mortgaged Property with any other
real property constituting a separate tax lot that would interfere with the legal foreclosure of such Mortgaged Property independent of any Real Estate Asset that is not a Mortgaged Property. 



        (f)    Each
of Borrower and its Subsidiaries has obtained all material permits (including assembly permits), licenses, variances and certificates required by Requirements of
Law to be obtained by such Person and necessary to the use and operation of the Mortgaged Properties, in each case except as could not reasonably be expected to have a Material Adverse Effect. Each of
Borrower and its Subsidiaries has obtained all permits (including assembly permits), licenses, variances and certificates required by Requirements of Law to be obtained by such Person and necessary to
the use and operation of its Real Estate Assets other than Mortgaged Properties except to the extent that the failure to obtain such permits, licenses, variances and certificates could not, in the
aggregate, reasonably be expected to have a Material Adverse Effect. The use being made of all Real Estate Assets is in material conformity with the certificate of occupancy or such other permits,
licenses, variances and certificates for such Real Estate Assets and any other 



62







 




reciprocal
easement agreements, restrictions, covenants or conditions affecting such Real Estate Assets, in each case except as could not reasonably be expected to have a Material Adverse Effect. 



        (g)   Except
for maintenance and repairs in the ordinary course of business or as set forth on Schedule 4.24(g), to
Borrower's best knowledge, as of the Closing Date, all Real Estate Assets being used for the conduct of the business of any Loan Party are free from structural defects and all building systems
contained therein are in good working order and condition, ordinary wear and tear excepted,
suitable for the purposes for which they are currently being used, except as could not reasonably be expected to have a Material Adverse Effect. 


        (h)   As
of the Closing Date, there are no outstanding options to purchase or rights of first refusal or restrictions on transferability affecting any owned Real Estate Assets
except as set forth on Schedule 4.24(h). 


        (i)    Except
as could not reasonably be expected to have a Material Adverse Effect, (i) all Real Estate Assets have adequate rights of access to public ways to permit
the Real Estate Assets to be used for their intended purpose and is served by operating and adequate water, electric, telephone, sewer, sanitary sewer and storm drain facilities, (ii) all Real
Estate Assets have the legal right to all public utilities necessary to the continued use and enjoyment of such Real Estate Assets, (iii) all roads necessary for the full utilization of the
Real Estate Assets for their current purpose have been completed and dedicated to public use and accepted by all Governmental Authorities or are the subject of access easements for the benefit of such
Real Estate Assets, and (iv) all reciprocal easement agreements affecting any Real Estate Asset are in full force and effect and Borrower is not aware of any defaults thereunder. 


        (j)    No
building or structure constituting a Real Estate Asset or any appurtenance thereto or equipment thereon, or the use, operation or maintenance thereof, violates any
restrictive covenant or encroaches on any easement or on any property owned by others, which violation or encroachment materially interferes with the use or could reasonably be expected to materially
adversely affect the value of such building, structure or appurtenance, in each case except as could not reasonably be expected to have a Material Adverse Effect. As of the Closing Date, all
buildings, structures, appurtenances and equipment necessary for the use of each Mortgaged Property for the purpose for which it is currently being used are located on such Mortgaged Property. 


        (k)   Each
Real Estate Asset, including each lease, has adequate available parking to meet legal and operating requirements (after taking into account reciprocal easement
agreements and other easements on adjoining or nearby land), in each case except as could not reasonably be expected to have a Material Adverse Effect. 



        (l)    As
of the Closing Date, no portion of any Real Estate Asset has suffered any material damage by fire or other material casualty loss that has not heretofore been
completely repaired and restored to its original condition, in each case except as could not reasonably be expected to have a Material Adverse Effect. 




        4.25 Permits.    



        (a)   Other
than exceptions to any of the following that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (i) each
of Borrower and its Restricted Subsidiaries has obtained and holds all Permits required in respect of its Real Estate Assets and for any other property otherwise operated by or on behalf of, or for
the benefit of, such Person and for the operation of each of its businesses as presently conducted and as proposed to be conducted, (ii) all such Permits are in full force and effect, and each
of Borrower and its Restricted Subsidiaries has performed and observed all requirements of such Permits, (iii) no event has occurred that allows or results in, or after notice or lapse of time
would allow or result in, 



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revocation
or termination by the issuer thereof or any other impairment of the rights of the holder of any such Permit, (iv) no such Permits contain any restrictions, either individually or in
the aggregate, that are materially burdensome to any of Borrower and its Restricted Subsidiaries, or to the operation of any of its businesses or any property owned, leased or otherwise operated by
such Person, (v) each of Borrower and its Restricted Subsidiaries reasonably believes that each of its Permits will be timely renewed and complied with, without material expense, and that any
additional Permits that may be required of such Person will be timely obtained and complied with, without material expense, and (vi) Borrower has no knowledge or reason to believe that any
Governmental Authority is considering limiting, suspending, revoking or renewing on materially burdensome terms any such Permit. 



        (b)   Except
as provided in Sections 4.4 and 4.19, no consent or
authorization of, filing with, Permit from, or other act by or in respect of, any Governmental Authority is required in connection with the execution, delivery, performance, validity or enforceability
of, or enforcement of remedies (including foreclosure on the Collateral) pursuant to, this Agreement and the other Loan Documents. 




        4.26 Leases.    



        (a)   Except
as could not reasonably be expected to have a Material Adverse Effect, each of Borrower and its Restricted Subsidiaries has paid all such payments required to be
made by it in respect of leasehold Real Estate Assets, and no landlord Lien (other than as constituting a Permitted Lien) has been filed, and to Borrower's knowledge no claim is being asserted, with
respect to any such payments (in each case, other than any claim the amount or validity of which are currently being contested in good faith by appropriate proceedings and with respect to which
reserves in conformity with GAAP have been provided on Borrower's books). 


        (b)   Except
as could not reasonably be expected to have a Material Adverse Effect, to Borrower's best knowledge, each of the leases listed on  Schedule 4.24(a) is in full force and effect and is legal, valid,
binding and enforceable in accordance with its terms as of the Closing Date. As
of the Closing Date, except as set forth on Schedule 4.26(b), there is not under any such lease any existing breach, default, event of default or
event or condition that, with or without notice or lapse of time or both, would constitute a breach, default or an event of default by a Loan Party, or, to Borrower's best knowledge, by any other
party to such lease that, in any such case, could reasonably be expected to result in the commencement of proceedings or actions to terminate such lease (other than any event or condition
that is the subject of a good faith contest by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on Borrower's books or that would not result in a
Material Adverse Effect). 


        (c)   Except
as could not reasonably be expected to have a Material Adverse Effect, as of the Closing Date, other than notices given or claims made in respect of the matters
set forth on Schedule 4.26(b), no party to any material lease has given any Loan Party notice of or made a material claim with respect to any
breach or default that has not now been cured (other than with respect to any event or condition that is the subject of a good faith contest by appropriate proceedings and with respect to which
reserves in conformity with GAAP have been provided on Borrower's books). 



        (d)   Except
as could not reasonably be expected to have a Material Adverse Effect, with respect to those leases that, as of the Closing Date, were assigned or subleased to a
Loan Party by a third party, all consents to such assignments or sublease have been obtained. 


        (e)   Except
as could not reasonably be expected to have a Material Adverse Effect, except as described in  Section 4.24(h), as of the Closing Date, no Real Estate Asset is subject to any lease, 



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sublease,
license or other agreement granting to any Person other than Borrower or its Subsidiaries any right to the use, occupancy or enjoyment of such Real Estate Asset or any portion thereof. 




SECTION 5. AFFIRMATIVE COVENANTS  


        Borrower hereby agrees that, so long as the Commitments remain in effect, any Letter of Credit remains outstanding or any Loan or other amount is owing to any
Lender or any Agent hereunder, Borrower shall, and shall cause its Restricted Subsidiaries to: 


        5.1 Financial Statements and Other Reports.    Deliver to Administrative Agent and Lenders: 



        (a)   as
soon as available, but in any event within 90 days after the end of each Fiscal Year, a copy of the audited consolidated balance sheet of Borrower and its
consolidated Subsidiaries as at the end of such Fiscal Year and the related audited consolidated statements of income and of cash flows for such Fiscal Year, setting forth in each case in comparative
form the figures for the previous Fiscal Year, reported on without a "going concern" or like qualification or exception, or qualification arising out of the scope of the audit, by independent
certified public accountants of nationally recognized standing; 


        (b)   as
soon as available, but in any event within 90 days after the end of each Fiscal Year, a copy of the unaudited consolidated balance sheet of Borrower and its
consolidated Restricted Subsidiaries as at the end of such Fiscal Year and the related unaudited consolidated statements of income and of cash flows for such Fiscal Year, setting forth in each case in
comparative form the figures for the previous Fiscal Year; and 


        (c)   as
soon as available, but in any event not later than 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year, the
(i) unaudited consolidated balance sheet of Borrower and its consolidated Subsidiaries and (ii) unaudited consolidated balance sheet of Borrower and its consolidated Restricted
Subsidiaries, each as at the end of such Fiscal Quarter and the related unaudited consolidated statements of income and of cash flows for such Fiscal Quarter and the portion of the Fiscal Year through
the end of such Fiscal Quarter, setting forth in each case in comparative form the figures for the previous Fiscal Year, certified by an Authorized Officer as being fairly stated in all material
respects (subject to normal year-end audit adjustments). 




All
such financial statements shall be complete and correct in all material respects when delivered and shall be prepared in reasonable detail and in accordance with GAAP applied consistently
throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed therein). 



        5.2 Certificates and Other Information.    Deliver to Administrative Agent and Lenders, or, in the case of
clause (g) below, to the relevant Lender: 



        (a)   concurrently
with the delivery of the financial statements referred to in Section 5.1(a), a certificate of the
independent certified public accountants reporting on such financial statements stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default,
except as specified in such certificate; 


        (b)   concurrently
with the delivery of any financial statements pursuant to Section 5.1, (i) a certificate of an
Authorized Officer stating that, to the best of each such Authorized Officer's knowledge, each Loan Party during such period has observed or performed all of its covenants and other agreements, and
satisfied every condition, contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Authorized Officer has obtained
no knowledge of any Default or Event of Default except as specified in such certificate, and (ii) a duly executed and completed Compliance Certificate; 



65







 




        (c)   as
soon as available, and in any event no later than 45 days after the end of each Fiscal Year, a detailed consolidated budget for the following Fiscal Year
(including a projected consolidated balance sheet of Borrower and its Restricted Subsidiaries as of the end of the following Fiscal Year, and the related consolidated statements of projected cash
flow, projected changes in financial position and projected income), and, as soon as available, significant revisions, if any, of such budget and projections with respect to such Fiscal Year
(collectively, the "Projections"), which Projections shall in each case be accompanied by a certificate of an Authorized Officer stating that such
Projections are based on reasonable estimates, information and assumptions and that such Authorized Officer has no reason to believe that such Projections are incorrect or misleading in any material
respect; 


        (d)   within
45 days after the end of each of the first three Fiscal Quarters, and within 90 days after the end of each Fiscal Year, a narrative discussion and
analysis of the financial condition and results of operations of Borrower and its Restricted Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year
to the end of such Fiscal Quarter, or for such Fiscal Year, as applicable, as compared to the portion of the Projections covering such periods and to the comparable periods of the previous Fiscal
Year; 


        (e)   no
later than two Business Days (or such shorter period as reasonably agreed to by Administrative Agent) prior to the effectiveness thereof, copies of substantially
final drafts of any proposed agreement, amendment, supplement, waiver or other modification, as applicable, with respect to documents relating to any Permitted Subordinated Indebtedness, any Permitted
Subordinated Refinancing or any Permitted Senior Refinancing; 


        (f)    within
five days after the same are sent, copies of all financial statements and reports that Borrower sends to the holders of any class of its debt securities or
public equity securities and, and within five days after the same are filed, copies of all financial statements and reports that Borrower may make to, or file with, the SEC; and 


        (g)   promptly,
such additional financial or other information as any Lender may from time to time reasonably request from Borrower or any of its Restricted Subsidiaries. 




        5.3 Payment of Obligations.    Borrower will, and will cause each of its Subsidiaries to, to the extent not otherwise prohibited
hereunder or prohibited by the subordination or intercreditor provisions thereof, pay, discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all
its material obligations of whatever nature, except where the amount or validity thereof is currently being contested in good faith by appropriate proceedings and reserves in conformity with GAAP with
respect thereto have been provided on the books of Borrower and its Restricted Subsidiaries, as the case may be, to the extent that the failure to pay, discharge or otherwise satisfy such obligations
could not reasonably be expected to have a Material Adverse Effect. 


        5.4 Conduct of Business and Maintenance of Existence, Etc.    (a) (i) Preserve, renew and keep in full force and
effect its corporate existence, and (ii) take all reasonable action to maintain all rights, privileges, franchises, Permits and licenses necessary or desirable in the normal conduct of its
business, except, in each case, as otherwise permitted by Section 6.4, and except, in the case of the foregoing clause (ii), to the extent
that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (b) comply with all Contractual Obligations (not incurred in violation hereof) and Requirements of
Law (including reporting requirements in respect of the Patriot Act), except to the extent that failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material
Adverse Effect. 


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        5.5 Maintenance of Properties; Leases; Insurance.    



        (a)   Keep
all Property and systems useful and necessary in the business of Borrower and its Restricted Subsidiaries in good working order and condition, ordinary wear and
tear excepted; 


        (b)   maintain
all rights of way, easements, grants, privileges, licenses, certificates, and permits necessary for the use of any Real Estate Asset (as used in the business of
Borrower and its Restricted Subsidiaries); 


        (c)   except
as could not reasonably be expected to have a Material Adverse Effect, comply with the terms of each leasehold Real Estate Asset so as not to permit any material
uncured tenant default to exist thereunder (other than any matters being contested in good faith by appropriate proceedings); 


        (d)   maintain
with financially sound and reputable insurance companies insurance on all its Property (including all inventory, equipment and vehicles) in at least such
amounts and against at least such risks as are usually insured against in the same general area by companies engaged in the same or a similar business; and furnish to Administrative Agent with copies
for each Secured Party, upon written request, full information as to the insurance carried; provided that, each of Borrower and its Restricted
Subsidiaries will maintain, to the extent obtainable on commercially reasonable terms, (i) property and casualty insurance on all Property on an all-risks basis (including the
perils of flood and quake, loss by fire, explosion and theft and such other risks and hazards as are covered by a standard extended coverage insurance policy), covering the repair or replacement cost
of all such Property and consequential loss coverage for business interruption and extra expense (which shall include construction expenses and such other business interruption expenses as are
otherwise generally available to similar businesses), (ii) public liability insurance, and (iii) building law and ordinance coverage in such amount as to address to the satisfaction of
Administrative Agent any increased cost of construction, debris removal and/or demolition expenses incurred as a result of the application of any building law and/or ordinance. All such insurance with
respect to Borrower and its Restricted Subsidiaries shall be provided by insurers or reinsurers that (x) in the case of United States insurers and reinsurers, have an A.M. Best
policyholders rating of not less than A- with respect to primary insurance and B+ with respect to excess insurance, and (y) in the case of non-United States insurers or
reinsurers, the providers of at least 80% of such insurance have either an ISI policyholders rating of not less than A, an A.M. Best policyholders rating of not less than A- or a
surplus of not less than $500,000,000 with respect to primary insurance, and an ISI policyholders rating of not less than BBB with respect to excess insurance, or, if the relevant insurance is not
available from such insurers, such other insurers as Administrative Agent may approve in writing. All insurance with respect to Borrower and its Restricted Subsidiaries shall (i) provide that
no cancellation, material reduction in amount or material change in coverage thereof shall be effective until at least 30 days after receipt by Administrative Agent of written notice thereof,
(ii) if reasonably requested by Administrative Agent, include a breach of warranty clause, (iii) contain a "Replacement Cost Endorsement" with a waiver of depreciation and a waiver of
subrogation against any Secured Party, (iv) contain a standard noncontributory mortgagee clause naming Administrative Agent (and/or such other party as may be designated by Administrative
Agent) as the party to which all payments made by such insurance company shall be paid, (v) if requested by Administrative Agent, contain endorsements providing that neither Borrower nor any of
its Subsidiaries, any Secured Party or any other Person shall be a co-insurer under such insurance policies, and (vi) be reasonably satisfactory in all other respects to
Administrative Agent. Each Secured Party shall be an additional insured on all liability insurance policies of each of the Loan Parties and Administrative Agent shall be named as loss payee on all
property and casualty insurance policies of each such Person; 



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        (e)   deliver
to Administrative Agent on behalf of the Secured Parties, (i) on the Closing Date, a certificate dated such date showing the amount and types of insurance
coverage as of such date, (ii) upon request of Administrative Agent from time to time, full information as to the insurance carried by any of the Loan Parties, (iii) promptly following
receipt of notice from any insurer, a copy of any notice of cancellation or material and adverse change in coverage of any of the Loan Parties from that existing on the Closing Date,
(iv) forthwith, notice of any cancellation or nonrenewal of coverage of any of the Loan Parties that results in any Loan Party failing to comply with the requirements of  Section 5.5(d), and
(v) promptly after such information is available to any of Borrower or any of its Subsidiaries, full information as to
any claim for an amount in excess of $2,500,000 with respect to any property and casualty insurance policy maintained by Borrower or any of its Subsidiaries; and 


        (f)    except
insofar as Borrower is not required to record a Mortgage Amendment with respect to certain mortgages as provided in  Section 5.15, preserve and protect the Lien status of each respective Mortgage
and, if any Lien (other than unrecorded Liens permitted under  Section 6.3 that arise by operation of law and other Liens permitted under Sections 6.3(e)
and 6.3(i)) is asserted against a Mortgaged Property, promptly and at its expense, give Administrative Agent a detailed written notice of such Lien and
pay the underlying claim in full or take such other action so as to cause it to be released or bonded over in a manner satisfactory to Administrative Agent. 




        5.6 Inspection of Property; Books and Records; Discussions.    (a) Keep proper books of records and account in which
full, true and correct entries in conformity with GAAP (or, in the case of any Foreign Subsidiary, generally accepted accounting principles in such Foreign Subsidiary's jurisdiction of organization)
and all Requirements of Law shall be made of all dealings and transactions in relation to its business and activities, and (b) permit any representatives designated by Administrative Agent or
any Lender to visit and inspect the financial records and the property of such Loan Party at reasonable times during normal business hours and upon reasonable advance notice (no more frequently
than twice during any Fiscal Year and at the sole cost and expense of the Lenders, unless a Default or Event of Default shall have occurred and be continuing) and to make extracts from and copies of
such financial records, and permit any representatives designated by Administrative Agent or any Lender to discuss the affairs, finances and condition of any Loan Party with and be advised as to the
same by the officers thereof and the independent accountants therefor. 


        5.7 Notices.    Promptly (or sooner, if so indicated) after an Authorized Officer obtains knowledge thereof, give notice to
Administrative Agent (who shall transmit such information to the Lenders), of: 



        (a)   the
occurrence of any Default or Event of Default; 


        (b)   any
(i) default, or event of default or alleged default under any Contractual Obligation of any Loan Party, or (ii) litigation, investigation or proceeding
that may exist at any time between Borrower or any of its Subsidiaries and any Governmental Authority, that in either case, if not cured or if adversely determined, as the case may be, could
reasonably be expected to have a Material Adverse Effect; 


        (c)   any
litigation or proceeding affecting or relating to Borrower or any of its Restricted Subsidiaries in which the stated amount of damages claimed has been specified in
writing and the portion of such stated amount that is not expected to be covered by insurance exceeds $10,000,000; 


        (d)   the
following events, as soon as possible and in any event within 30 days after any Loan Party knows or has reason to know thereof: (i) the occurrence of
any Reportable Event with respect to any Plan, a failure to make any required contribution to a Plan, the creation of any Lien in favor of the PBGC or a Plan or any withdrawal from, or the
termination, Reorganization or Insolvency of, any Multiemployer Plan, or (ii) the institution of proceedings or the taking of any other action by the PBGC or Borrower
or any Commonly-Controlled Entity or any Multiemployer Plan with respect to the withdrawal from, or the termination, Reorganization or Insolvency of, any Plan; 



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        (e)   any
development or event that has had or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; 


        (f)    notices
of default in respect of the payment of base rent given to any Loan Party from landlords in connection with any leased properties, to the extent that, as of any
date, the number of leases subject to such notices and pursuant to which the grace period, if any, for such payment default shall have lapsed with such default remaining uncured exceeds 5% of the
total number of leased theaters occupied by Loan Parties; 


        (g)   any
notice that any Governmental Authority may condition approval of, or any application for, an Environmental Permit or any other material Permit held by Borrower or
any of its Restricted Subsidiaries on terms and conditions that are materially burdensome to Borrower or any of its Restricted Subsidiaries, or to the operation of any of its businesses or any
property owned, leased or otherwise operated by such Person; and 


        (h)   on
the date of the occurrence thereof, notice that (i) any or all of the obligations under any Permitted Subordinated Indebtedness, any Permitted Subordinated
Refinancing or any Permitted Senior Refinancing have been accelerated, or (ii) the trustee or the required holders of Permitted Subordinated Indebtedness, Permitted Subordinated Refinancing or
any Permitted Senior Refinancing have given notice that any or all such obligations are to be accelerated. 




Each
notice pursuant to this Section shall be accompanied by a statement of an Authorized Officer setting forth details of the occurrence referred to therein and stating what action Borrower or
the relevant Subsidiary proposes to take with respect thereto. 


        5.8 Environmental Laws.    



        (a)   Comply
in all material respects with, and use commercially reasonable efforts to ensure compliance in all material respects by all tenants and subtenants, if any, with,
all applicable Environmental Laws and Environmental Permits, and obtain, maintain and comply in all material respects with and maintain, and use commercially reasonable efforts to ensure that all
tenants and subtenants, if any, obtain, maintain and comply in all material respects with and maintain, any and all Environmental Permits. 



        (b)   Conduct
and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws and promptly comply
in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws. 




        5.9 Additional Collateral, Etc.    



        (a)   With
respect to any personal Property acquired after the Closing Date by Borrower or any of its Restricted Subsidiaries constituting possessory collateral required to be
delivered to Administrative Agent pursuant to any other provision hereof or any other Loan Document, and any collateral accounts required to be created under this Agreement or any other Loan Document
(but specifically excluding (x) any Collateral described in clauses (b), (c) or (d) of this Section 5.9, (y) any
Collateral subject to a Lien expressly permitted by Sections 6.3(f) and 6.3(g) (but only for so
long as so subject), and (z) Collateral acquired by an Excluded Foreign Subsidiary), as to which Administrative Agent, for the benefit of the Secured Parties, does not have a perfected security
interest, promptly (and, in any event, within 30 days following the date of such acquisition): (i) execute and deliver to Administrative Agent such amendments to the Guaranty and
Collateral Agreement or such other documents as Administrative Agent deems necessary or advisable to grant to Administrative Agent, for the benefit of the Secured Parties, a security interest in such
Collateral, and (ii) take all actions necessary or advisable to grant to Administrative Agent, for the benefit of the Secured Parties, a perfected First Priority security interest in such
Collateral, 



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including
the filing of UCC financing statements in such jurisdictions as may be required by the Guaranty and Collateral Agreement or as may be requested by Administrative Agent. 



        (b)   With
respect to any fee Real Estate Asset acquired by Borrower or any of its Restricted Subsidiaries having a value (together with improvements thereof) of at least
$1,000,000 (other than with respect to any such Real Estate Asset, (w) owned by an Excluded Foreign Subsidiary, or owned by a new Subsidiary subject to the requirements of  Section 5.9(c),
(x) subject to a Lien expressly permitted by Sections 6.3(f) or  6.3(g) (but only for so long as so subject), (y) owned by any UA Subsidiary
solely during the period that the UA Pass-Through
Certificates Restriction is in effect, or (z) subject to a contract for sale within 45 days after acquisition), promptly (and, in any event, within 45 days following the date of
such acquisition or such later date permitted by Administrative Agent): (i) execute and deliver a First Priority Mortgage (subject only to Permitted Liens) in favor of Administrative Agent, for
the benefit of the Secured Parties, covering such Real Estate Asset, (ii) if requested by Administrative Agent, provide the Secured Parties with (x) title insurance covering such real
property complying with the provisions of Schedule 5.9(b), in an amount at least equal to the purchase price of such real property (or such other
amount as shall be reasonably specified by Administrative Agent), (y) evidence of flood insurance with respect to each Flood Hazard Property that is located in a community that participates in
the National Flood Insurance Program, in each case in compliance with any applicable regulations of the Board of Governors of the Federal Reserve System, in form and substance reasonably satisfactory
to Administrative Agent, and (z) Phase I environmental reports (and where appropriate based on the results of such Phase I environmental reports and at the reasonable request of Administrative
Agent, Phase II environmental reports) with respect to such Real
Estate Asset, all in form and substance reasonably satisfactory to Administrative Agent; and (iii) if requested by Administrative Agent, deliver to Administrative Agent legal opinions relating
to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to Administrative Agent. In addition to the foregoing, Borrower shall, at the
request of Requisite Lenders, from time to time deliver to Administrative Agent such appraisals of Mortgaged Property as are required by Requirements of Law with respect to which Administrative Agent
has been granted a Lien. 


        (c)   With
respect to any new Subsidiary (other than (w) an Excluded Foreign Subsidiary, (x) any Unrestricted Subsidiary created or acquired pursuant to an
Investment made in accordance with Section 6.8(j) or 6.8(k), (y) any UA Subsidiary solely
during the period that the UA Pass-Through Certificates Restriction is in effect, or (z) any Restricted Subsidiary with total assets having a fair market value of less than $5,000
(but only until such time as such Restricted Subsidiary has or acquires assets with a fair market value of $5,000 or more, or becomes an obligor with respect to any other Indebtedness)) created or
acquired after the Closing Date (which, for the purposes of this Section 5.9(c), shall include (i) any existing Subsidiary that ceases to
be an Excluded Foreign Subsidiary, or ceases to be an Unrestricted Subsidiary and becomes a Restricted Subsidiary, (ii) each UA Subsidiary as soon as the UA Pass-Through
Certificates Restriction is not in effect, or (iii) any Restricted Subsidiary that ceases to meet the requirements of clause (z) above) by Borrower or any of its Restricted Subsidiaries:
(A) promptly (and, in any event, within 30 days following such creation, acquisition or other event described above) (i) execute and deliver to Administrative Agent such
amendments to the Guaranty and Collateral Agreement, if any, as Administrative Agent deems necessary or advisable to grant to Administrative Agent, for the benefit of the Secured Parties, a perfected
First Priority security interest in the Capital Stock of such new Subsidiary that is owned by Borrower or any of its Restricted Subsidiaries, (ii) deliver to Administrative Agent the
certificates (if any) representing such Capital Stock, together with undated stock powers, indorsed in blank and delivered by an Authorized Officer of Borrower or such Restricted Subsidiary, as the
case may be, and (iii) cause such new Subsidiary to become party to the Guaranty and Collateral Agreement as a Guarantor thereunder, (B) promptly (and, in 



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any
event, within 45 days following the date of such acquisition or such later date as permitted by Administrative Agent) (I) execute and deliver a First Priority Mortgage (subject to
Permitted Liens) in favor of Administrative Agent, for the benefit of the Secured Parties, covering any fee-owned Real Estate Asset of such Subsidiary having a fair market value (together
with improvements thereof) of at least $1,000,000 (other than Real Estate Assets subject to a Lien expressly permitted by Sections 6.3(f) or  6.3(g)
(but only for so long as so subject)), and (II) if requested by Administrative Agent, provide the Secured Parties with (x) title
insurance covering such Real Estate Asset in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by Administrative Agent)
complying with the provisions of Schedule 5.9(b) together with any consents or estoppels deemed necessary or advisable by Administrative Agent in
connection with such Mortgage, each of the foregoing in form and substance reasonably to Administrative Agent and Phase I environmental reports (and where appropriate based upon such Phase I
environmental reports and at the reasonable request of Administrative Agent, Phase II environmental reports) with respect to such real property, all in form and substance reasonably satisfactory to
Administrative Agent; and (C) if requested by Administrative Agent, deliver to Administrative Agent legal opinions relating to the matters described, which opinions shall be in form and
substance, and from counsel, reasonably satisfactory to Administrative Agent. 


        (d)   With
respect to any new Excluded Foreign Subsidiary created or acquired after the Closing Date by Borrower or any of its Restricted Subsidiaries, promptly (and, in any
event, within 30 days following such creation or the date of such acquisition): (i) execute and deliver to Administrative Agent such amendments to the Guaranty and Collateral Agreement
as Administrative Agent deems necessary or advisable in order to grant to Administrative Agent, for the benefit of the Secured Parties, a perfected First Priority security interest in the Capital
Stock of such new Subsidiary that is owned by Borrower or any Guarantor (provided that, in no event shall more than 65% of the total outstanding Capital
Stock of any such new Subsidiary be required to be so pledged), (ii) deliver to Administrative Agent the certificates representing such Capital Stock, together with undated stock powers,
indorsed in blank and delivered by an Authorized Officer of Borrower or such Domestic Subsidiary, as the case may be, and take such other action as may be necessary or, in the opinion of
Administrative Agent, desirable to perfect the security interest of Administrative Agent thereon, and (iii) if requested by Administrative Agent, deliver to Administrative Agent legal opinions
relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to Administrative Agent. 



        (e)   Notwithstanding
anything to the contrary in this Section 5.9, clauses (a), (b), (c) and (d) of this  Section 5.9 shall not apply to any Property, new
Subsidiary or new Excluded Foreign Subsidiary created or acquired after the Closing Date, as
applicable, as to which Administrative Agent has determined in its sole discretion that the collateral value thereof is insufficient to justify the difficulty, time and/or expense of obtaining a
perfected security interest therein. 


        (f)    Solely
during the period that the UA Pass-Through Certificates Restriction is in effect, promptly (and in any event, within 30 days following the
acquisition of the UA Subsidiaries) (1) execute and deliver to Administrative Agent such amendments to the Guaranty and Collateral Agreement, if any, as Administrative Agent deems necessary or
advisable to grant to Administrative Agent, for the benefit of the Secured Parties, a perfected First Priority security interest in the Capital Stock of each UA First-Tier Subsidiary owned
by Borrower or any of its Restricted Subsidiaries, (2) deliver to Administrative Agent the certificates (if any) representing such Capital Stock, together with undated stock powers, indorsed in
blank and delivered by an Authorized Officer of Borrower or such Restricted Subsidiary, as the case may be, and (3) if requested by Administrative Agent, deliver to Administrative Agent legal
opinions relating to the 



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matters
described in this Section 5.9(f), which opinions shall be in form and substance, and from counsel, reasonably satisfactory to
Administrative Agent. 




        5.10 Use of Proceeds.    Use the proceeds of the Loans only for the purposes specified in  Section 2.6. 



        5.11 ERISA Documents.    Deliver to Administrative Agent, promptly upon Administrative Agent's request, any or all of the
following: (i) a copy of each Plan (or, where any such Plan is not in writing, a complete description thereof) and, if applicable, related trust agreements or other funding instruments
and all amendments thereto, and all written interpretations thereof and written descriptions thereof that have been distributed to employees or former employees of Borrower or any of its Subsidiaries;
(ii) the most recent determination letter issued by the Internal Revenue Service with respect to each Plan; (iii) for the three most recent plan years preceding Administrative
Agent's request, Annual Reports on Form 5500 Series required to be filed with any governmental agency for each Plan; (iv) a listing of all Multiemployer Plans, with the aggregate
amount of the most recent annual contributions required to be made by Borrower or any Commonly-Controlled Entity to each such Plan and copies of the collective bargaining agreements requiring such
contributions; (v) any information that has been provided to Borrower or any Commonly-Controlled Entity regarding withdrawal liability under any Multiemployer Plan; (vi) the aggregate
amount of payments made under any employee welfare benefit plan (as defined in Section 3(1) of ERISA) to any retired employees of Borrower or any of its Subsidiaries (or any dependents
thereof) during the most recently completed Fiscal Year; and (vii) documents reflecting any agreements between the PBGC and Borrower or any Commonly-Controlled Entity with respect to any Plan. 



        5.12 Unrestricted Subsidiaries.    Ensure that no Restricted Subsidiary is owned in whole or in part by an Unrestricted
Subsidiary. 


        5.13 Interest Rate Protection.    Not later than 60 days after the Closing Date, Borrower shall enter into one or more
Hedge Agreements in form and substance reasonably satisfactory to Administrative Agent, such that at least 40% of the aggregate principal amount of Borrower's long-term Funded Debt is
subject to either a fixed interest rate or protection against fluctuations in interest rates. 



        5.14 Maintenance of Rating.    Maintain a rating in respect of the credit facilities provided hereby by S&P and by Moody's. 


        5.15 Further Assurances.    



        (a)   From
time to time execute and deliver, or cause to be executed and delivered, such additional instruments, certificates or documents, and take all such actions, as
Administrative Agent may reasonably request, for the purposes of implementing or effectuating the provisions of this Agreement and the other Loan Documents, or of more fully perfecting or renewing the
rights of Administrative Agent and the Lenders with respect to the Collateral (or with respect to any additions thereto or replacements or proceeds or products thereof or with respect to any other
property or assets hereafter acquired by Borrower or any of its Restricted Subsidiaries that may be deemed to be part of the Collateral), in each case, to the extent required pursuant to  Section 5.9 or the Security Documents. Upon the exercise by any Agent or any Lender of any power, right, privilege or remedy pursuant to this
Agreement or the other Loan Documents that requires any consent, approval, recording, qualification or authorization of any Governmental Authority, Borrower will execute and deliver, or will cause the
execution and delivery of, all applications, certifications, instruments and other documents and papers that such Agent or Lender may be required to obtain from Borrower or any of its Subsidiaries for
such governmental consent, approval, recording, qualification or authorization. 



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        (b)   Within
60 days following the Closing Date (or such longer period as Administrative Agent may agree in its discretion), Borrower will deliver to Administrative
Agent (i) with respect to each of the mortgagee's title insurance policies that were issued pursuant to the terms of the Original Credit Agreement, the Restated Credit Agreement, the Second
Restated Credit Agreement or the Third Restated Credit Agreement (an "Existing Title Policy") an endorsement to such policy (each, an
"Endorsement") (1) insuring against loss or damage incurred by reason of the invalidity of the lien of the applicable Existing Mortgage as a
result of the effect of the Restated Credit Agreement, the Second Restated Credit Agreement, the Third Restated Credit Agreement or this Agreement (and after giving effect to the provisions of clauses
(ii) and (iii) below), and (2) if a Mortgage Amendment is to be recorded with respect to the Existing Mortgage insured by such title policy pursuant to the provisions of this  Section 5.15(b), bringing forward the effective date of the coverage of such title policy to the date of recordation of such Mortgage Amendment
with no new exceptions to coverage thereunder other than any Permitted Liens described in clauses (a), (b) and (e) of Section 6.3
arising after the original date of issuance of such title policy (provided, however, that no such Endorsement shall be required with respect to any
Existing Mortgage in the State of Texas or the State of New York, or any Existing Mortgage encumbering a leasehold in the State of Maryland); (ii) with respect to any Existing Mortgage that
contains language stating a specific maximum principal amount secured thereby, a duly executed amendment to such Existing Mortgage, in form and substance reasonably satisfactory to Administrative
Agent, confirming that the Existing Mortgage secures all of the Obligations under this Agreement and increasing the maximum principal amount secured thereby to at least $1,750,000,000; and
(iii) with respect to each Existing Mortgage other than those referenced in the preceding clause (ii), a duly executed amendment to such Existing Mortgage, in form and substance
reasonably satisfactory to Administrative Agent, confirming that the Existing Mortgage secures all of the Obligations under this Agreement (an amendment to an Existing Mortgage described in either of
the foregoing clauses (ii) and (iii), substantially in the form of Exhibit I-2, a "Mortgage
Amendment"); provided that, (x) the requirements set forth in this  Section 5.15(b) shall not apply to any Existing
Mortgage set forth on Schedule 5.15(b)
(unless and to the extent a contract for the sale of any such properties has not been entered into within 180 days following the Closing Date (or such later date as may be permitted by
Administrative Agent); provided that, if such sale is not ultimately consummated within a reasonable period thereafter, such Existing Mortgage shall
thereafter become subject to the requirements of this Section 5.15(b)), and (y) Administrative Agent may waive any of the requirements set
forth in this Section 5.15(b) with respect to one or more of the Existing Mortgages if Administrative Agent determines, in its reasonable
discretion, that the cost of any mortgage recording or intangibles, documentary or similar tax that is expected to be incurred in connection with the recordation of the applicable Mortgage Amendments,
as applicable, is substantially higher than the cost of such items in other jurisdictions. 


        (c)   Notwithstanding
anything to the contrary contained in this Agreement or any other Loan Document, in connection with any amendment or amendment and restatement (including
in connection with the incurrence of any Permitted Secured Indebtedness or Permitted Secured Refinancing) of this Agreement occurring after the Closing Date, Borrower and its Restricted Subsidiaries
shall not be required to take any action or incur any costs with respect to any Mortgaged Property constituting a Leasehold Property to more fully perfect, renew or protect the rights of
Administrative Agent and the Lenders with respect to any such Leasehold Property. 




        5.16 Cancellation of Existing Senior Subordinated Notes.    


        Cause
all Existing Senior Subordinated Notes acquired pursuant to the Tender Offer to be cancelled or retired within ten Business Days following the closing of Tender Offer (such that
the Borrower shall have no further liability with respect to such Existing Senior Subordinated Notes). 


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SECTION 6. NEGATIVE COVENANTS  


        Borrower covenants and agrees that, so long as the Commitments remain in effect, any Letter of Credit remains outstanding or any Loan or other amount is owing to
any Lender or any Agent hereunder, Borrower shall not, nor shall it permit any of its Restricted Subsidiaries (and, with respect to Section 6.2,
Unrestricted Subsidiaries) to, directly or indirectly: 


        6.1 Financial Covenants.    



        (a)   Maximum Consolidated Adjusted Leverage Ratio. Permit the Consolidated Adjusted Leverage Ratio as at the last day of any
period of four consecutive Fiscal Quarters to exceed the correlative ratio indicated below: 



	Fiscal Quarter Ending
 
	 	Consolidated Adjusted Leverage Ratio

	2nd Fiscal Quarter of 2004 through

4th Fiscal Quarter of 2004	 	6.00:1.00
	

1st Fiscal Quarter of 2005 through

4th Fiscal Quarter of 2005	
 	

5.75:1.00
	

1st Fiscal Quarter of 2006 through

4th Fiscal Quarter of 2006	
 	

5.50:1.00
	

1st Fiscal Quarter of 2007 and thereafter	
 	

5.25:1.00






        (b)   Maximum Consolidated Leverage Ratio. Permit the Consolidated Leverage Ratio as at the last day of any period of four
consecutive Fiscal Quarters to exceed the correlative ratio indicated below: 



	Fiscal Quarter Ending
 
	 	Consolidated Leverage Ratio

	2nd Fiscal Quarter of 2004 through

4th Fiscal Quarter of 2004	 	4.00:1.00
	

1st Fiscal Quarter of 2005 through

4th Fiscal Quarter of 2005	
 	

3.75:1.00
	

1st Fiscal Quarter of 2006 through

4th Fiscal Quarter of 2006	
 	

3.50:1.00
	

1st Fiscal Quarter of 2007 and thereafter	
 	

3.25:1.00






        (c)   Minimum Consolidated Adjusted Interest Coverage Ratio. Permit the Consolidated Adjusted Interest Coverage Ratio as at the
last day of any period of four consecutive Fiscal Quarters to be less than 1.50:1.00. 




        6.2 Indebtedness.    Directly or indirectly create, incur, assume, guarantee, or suffer to exist any Indebtedness, except: 



        (a)   the
Obligations; 


        (b)   unsecured
Indebtedness of any Wholly-Owned Subsidiary Guarantor to Borrower or to any other Wholly-Owned Subsidiary Guarantor;  provided that, (i) all such Indebtedness shall be evidenced by one or more
Intercompany Notes, each of which shall be subject to a First Priority
Lien in favor of and pledged to Administrative Agent, as Collateral for the Obligations pursuant to the Guaranty and Collateral Agreement, (ii) all such Indebtedness shall be unsecured and
subordinated in right of payment to the payment in full of the Obligations pursuant to the terms of the applicable Intercompany Note, and (iii) any payment by any such Guarantor under any 



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guaranty
of the Obligations shall result in a pro tanto reduction of the amount of any Indebtedness owed by such Subsidiary to Borrower or to any of its
Subsidiaries for whose benefit such payment is made; 


        (c)   Indebtedness
of Borrower and its Restricted Subsidiaries constituting (x) Purchase Money Indebtedness or Capital Lease Obligations in an aggregate principal
amount not to exceed $100,000,000, minus the amount of EITF 97-10 Capital Lease Obligations, including any refinancing of such Purchase
Money Indebtedness and Capital Lease Obligations, provided that, in connection with such refinancing, the principal amount thereof shall not exceed the
principal amount of the Indebtedness so refinanced, plus accrued and unpaid interest thereon and fees owing thereon,  plus fees and expenses relating to
such refinancing, and the refinancing Indebtedness shall a have later maturity date and a longer Weighted-Average
Life to Maturity than the Indebtedness so refinanced,
and (y) EITF 97-10 Capital Lease Obligations in an aggregate amount not to exceed $50,000,000; 


        (d)   Indebtedness
of Borrower or any of its Restricted Subsidiaries (i) listed on Schedule 6.2(d) on the Closing
Date, (ii) constituting secured or unsecured Acquired Indebtedness, so long as (w) except as permitted under Section 6.2(e), no
Persons (other than Persons acquired by Borrower or its Restricted Subsidiaries or contributed to Borrower or its Restricted Subsidiaries in connection with a Permitted Acquisition, or newly formed
Persons by Borrower or any Guarantor for the purpose of consummating a Permitted Acquisition (and which newly formed Persons have no other assets other than those acquired in connection with such
Permitted Acquisition)) shall be obligated to or liable for such Acquired Indebtedness, and no Liens shall secure such Acquired Indebtedness except for Liens created prior to such Permitted
Acquisition or capital contribution and not in contemplation thereof, on assets of the Persons so acquired or contributed, (x) such Acquired Indebtedness was not created in connection with or
in contemplation of the relevant Permitted Acquisition or capital contribution (except to the extent such Acquired Indebtedness refinanced other Indebtedness to facilitate the acquired entity becoming
a Restricted Subsidiary as required under Section 5.9), (y) the terms of such Acquired Indebtedness do not conflict with the terms of, or
cause a Default under, this Agreement or any of the other Loan Documents, and (z) after giving effect to the incurrence of such Acquired Indebtedness and the consummation of the associated
Permitted Acquisition, Borrower and its Subsidiaries shall be in pro forma compliance with the provisions of  Sections 5 and 6; provided that, for purposes of
determining compliance with this clause (ii), each financial covenant in Section 6.1 shall be deemed to be 25 basis points more
restrictive to Borrower and its Restricted Subsidiaries, and (iii) constituting refinancings of Indebtedness permitted pursuant to this  Section 6.2(d) (provided that, (v) any Existing Senior Subordinated Notes set forth on  Schedule 6.2(d) that were not tendered in the Tender Offer may not be refinanced,
(w) refinancing Indebtedness under this  Section 6.2(d) shall not be secured by assets that did not secure the Indebtedness so refinanced and shall not constitute obligations of Persons
other than the Persons obligated on the Indebtedness so refinanced, (x) refinancing Indebtedness under this clause (d) shall have a later maturity date and a longer
Weighted-Average Life to Maturity than the Indebtedness so refinanced, (y) the principal amount of such refinancing Indebtedness shall not exceed the principal amount of the Indebtedness so
refinanced, plus accrued and unpaid interest and fees owing thereon, plus fees and expenses relating to
such refinancing, and (z) such refinancing Indebtedness shall not cause any conflict with the terms of, or any Default under, this Agreement or any of the other Loan Documents); 


        (e)   unsecured
Contingent Obligations made in the ordinary course of business by Borrower or any Guarantor of obligations of Borrower or any Guarantor;  provided that, in the case of Contingent Obligations with respect
to obligations referenced in  Section 6.2(d), such Contingent Obligations are limited to customary and usual exceptions to non-recourse obligations in 



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non-recourse
financings, including liabilities for (x) fraud, waste, material misrepresentation or willful misconduct, (y) indemnification with respect to any Hazardous
Materials Activity, or (z) other similar matters relating to intentional misconduct or bad acts; 


        (f)    (i) secured
Indebtedness of Borrower and its Restricted Subsidiaries incurred (x) to make or finance Permitted Acquisitions and Capital Expenditures with
respect to the assets acquired in any such Permitted Acquisition, to the extent that such Capital Expenditures are identified and reasonably satisfactory to Administrative Agent at the time of the
incurrence of such Indebtedness, and are reasonably expected to be completed within 365 days following the consummation of such Permitted Acquisition, and (y) to pay related fees and
expenses, and (ii) secured Contingent Obligations of Borrower and any Guarantor in respect of such Indebtedness (collectively, "Permitted Secured
Indebtedness"); provided that, (A) such Indebtedness is created under this Agreement on terms to be agreed on by
Borrower, Administrative Agent and the lenders under such Permitted Secured Indebtedness, and (B) immediately after giving effect to the incurrence of such Indebtedness and the consummation of
the associated Permitted Acquisition, (I) Borrower and its Restricted Subsidiaries shall be in pro forma compliance with the provisions of  Sections 5 and 6 (with the Consolidated Leverage Ratio in  Section 6.1(b) being deemed to be 25 basis points more restrictive to Borrower and its
Restricted Subsidiaries), (II) the aggregate unused
amount of Revolving Commitments then in effect plus unrestricted and unencumbered Cash and Cash Equivalents
(provided that, Cash and Cash Equivalents subject to Liens granted under the Security Documents shall not be deemed to be restricted or encumbered as a
result thereof) held by Borrower and its Restricted Subsidiaries in excess of $30,000,000 shall be not less than $50,000,000, (III) any such Indebtedness constituting Term Loan Exposure shall
not have a scheduled final maturity prior to the Final Maturity Date and shall have a Weighted-Average Life to Maturity equal to or longer than each tranche of Term Loans then in effect, and
(IV) any such Indebtedness constituting Revolving Loan Exposure shall not amortize and shall have a scheduled final maturity no earlier than the Revolving Commitment Termination Date. Such
Permitted Secured Indebtedness may constitute additional Term Loan Exposure and/or Revolving Loan Exposure, and may be implemented and conforming amendments made to this Agreement and other Loan
Documents to reflect its implementation and the terms thereof without the consent of any Lender, as provided in Section 9.5(e);  provided that, the
aggregate amount of Permitted Secured Indebtedness and Permitted Secured Refinancing that may be outstanding as Revolving Loan
Exposure shall not exceed $50,000,000; 


        (g)   Indebtedness
of any Unrestricted Subsidiary consisting entirely of Non-Recourse Debt of up to $500,000,000 in the aggregate for all Unrestricted
Subsidiaries; provided that, if any such Indebtedness ceases to be Non-Recourse Debt of such Unrestricted Subsidiary, such event shall be
deemed to constitute an incurrence of Indebtedness by a Restricted Subsidiary that was not permitted by this Section 6.2(g); 


        (h)   Contingent
Obligations of (x) Unrestricted Subsidiaries in respect of the obligations of other Unrestricted Subsidiaries not otherwise prohibited hereunder, and
(y) Restricted Subsidiaries that are not Guarantors in respect of the obligations of other Restricted Subsidiaries that are not Guarantors; 



        (i)    (i) unsecured
Indebtedness of Borrower and its Restricted Subsidiaries incurred (x) to make or finance Permitted Acquisitions, and Capital Expenditures
with respect to the assets acquired in such Permitted Acquisitions, to the extent that such Capital Expenditures are identified and reasonably satisfactory to Administrative Agent at the time of the
incurrence of such Indebtedness, and are reasonably expected to be completed within 365 days following the consummation of such Permitted Acquisitions, and (y) to pay related fees and
expenses, (ii) unsecured Contingent Obligations of Borrower and any Guarantor in respect of such Indebtedness and (iii) any refinancings of Indebtedness referred to in this  Section 6.2(i)



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(collectively
(including such refinancings), "Permitted Subordinated Indebtedness"); provided that,
(A) such Permitted Subordinated Indebtedness (1) is subordinated to the Obligations pursuant to terms satisfactory to Administrative Agent, and is otherwise on such terms that are
reasonably satisfactory to Administrative Agent, and (2) has a scheduled final maturity at least six months after the Final Maturity Date in effect when such Permitted Subordinated
Indebtedness is incurred, and (B) after giving effect to the incurrence of such Permitted Subordinated Indebtedness and the consummation of any associated Permitted Acquisitions, Borrower and
its Restricted Subsidiaries shall be in pro forma compliance with the provisions of Sections 5
and 6; provided further that, for purposes of determining compliance with this clause (B), each
financial covenant in Section 6.1 shall be deemed to be 25 basis points more restrictive to Borrower and its Restricted Subsidiaries; and  provided further that, any refinancing permitted by Section 6.2(i)(iii) shall be (x) for a
principal amount not to exceed the sum of (I) the principal amount of the Indebtedness so refinanced (or if issued with the original-issue discount, the accreted value thereof at the time of
such refinancing), (II) accrued and unpaid interest, fees and expenses owing with respect thereto, (III) tender fees or redemption premiums required to be paid thereon, and
(IV) fees and expenses relating to such refinancing; 


        (j)    (i) secured
Indebtedness of Borrower and its Restricted Subsidiaries incurred to refinance the Obligations under the Loan Documents (and pay related fees and
expenses in connection with the refinancing, and accrued and unpaid interest, fees and expenses on the Obligations) and (ii) secured Contingent Obligations of Borrower and any Guarantor in
respect of such Indebtedness (collectively, "Permitted Secured Refinancing"); provided that,
(A) such Permitted Secured Refinancing is created under this Agreement on terms to be agreed on by Borrower, Administrative Agent and the lenders under such Permitted Secured Refinancing,
(B) after giving effect to such Permitted Secured Refinancing and the application of the proceeds thereof, Borrower and its Restricted Subsidiaries shall be in pro
forma compliance with the provisions of Sections 5 and 6, (C) the
principal amount thereof does not exceed the sum of the principal amount of the Indebtedness being so refinanced, accrued and unpaid interest and fees owing with respect thereto, and fees and expenses
relating to such Permitted Secured Refinancing, (D) the Net Cash Proceeds of such Permitted Secured Refinancing shall be applied to prepay Loans and, if applicable, permanently reduce
Commitments in accordance with the requirements applicable thereto as set forth in Sections 2.14 and  2.15, (E) any such Permitted Secured
Refinancing constituting Term Loan Exposure does not have a scheduled final maturity prior to the Final
Maturity Date and shall have a Weighted-Average Life to Maturity equal to or longer than each tranche of Term Loans then in effect, and (F) any such Permitted Secured Refinancing constituting
Revolving Loan Exposure shall not amortize and shall have a scheduled final maturity no earlier than the Revolving Commitment Termination Date. Such Permitted Secured Refinancing may constitute
additional Term Loan Exposure and/or Revolving Loan Exposure, and may be implemented and conforming amendments made to this Agreement and other Loan Documents to reflect its implementation and the
terms thereof without the consent of any Lender as provided in Section 9.5(e);  provided that, the aggregate amount of Permitted Secured Refinancing
and Permitted Secured Indebtedness that may be outstanding as Revolving Loan
Exposure, shall not exceed $50,000,000; 


        (k)   (i) subordinated
Indebtedness of Borrower and its Restricted Subsidiaries incurred to refinance the Obligations under the Loan Documents, (ii) subordinated
Contingent Obligations of Borrower and any Guarantor in respect of such Indebtedness, and (iii) any refinancing of such Indebtedness referred to in this  Section 6.2(k) or Section 6.2(l) below (collectively, "Permitted
Subordinated Refinancing"); provided that, (A) such Permitted Subordinated Refinancing shall be subordinated to the
Obligations of Borrower and Guarantors pursuant to terms satisfactory to Administrative Agent, and is otherwise on such terms that are reasonably satisfactory to Administrative Agent, (B) such
Permitted Subordinated Refinancing has a scheduled final maturity 



77







 




at
least six months after the Final Maturity Date in effect when such Permitted Subordinated Refinancing is incurred, (C) after giving effect to the incurrence of such Permitted
Subordinated Refinancing and the application thereof, Borrower and its Restricted Subsidiaries shall be in pro forma compliance with the provisions of  Sections 5 and 6, (D) the principal amount thereof does not exceed the sum of
(1) the principal amount of the Indebtedness being so refinanced (or if issued with original issue discount, the accreted value thereof at the time of such refinancing), (2) accrued and
unpaid interest, fees and expenses owing with respect thereto, (3) any tender fees or redemption premiums required to be paid thereon, and (4) fees and expenses relating to such
Permitted Subordinated Refinancing, and (E) the Net Cash Proceeds of such Permitted Subordinated Refinancing shall be applied to prepay Loans and, if applicable, permanently reduce Commitments
in accordance with the requirements applicable thereto as set forth in Sections 2.14 and 2.15
(except that with respect any refinancing pursuant to clause (iii) above, the proceeds thereof shall be applied to repay or refinance Indebtedness incurred under this  Section 6.2(k) or
Section 6.2(l)); 


        (l)    (i) unsecured
senior Indebtedness of Borrower and its Restricted Subsidiaries incurred to refinance the Obligations under the Loan Documents,
(ii) unsecured senior Contingent Obligations of Borrower and any Guarantor in respect of such Indebtedness and (iii) any unsecured refinancing of such Indebtedness referred to in this  Section 6.2(l)
 (collectively, "Permitted Senior Refinancing");
provided that, (A) such Permitted Senior Refinancing shall be on terms reasonably satisfactory to Administrative Agent, (B) such Permitted
Senior Refinancing has a scheduled final maturity at least six months after the Final Maturity Date in effect when such Permitted Senior Refinancing is incurred, (C) after giving effect
to the incurrence of such Permitted Senior Refinancing and the application thereof, Borrower and its Restricted Subsidiaries shall be in pro forma
compliance with the provisions of Sections 5 and 6, (D) the principal amount thereof does
not exceed the sum of the principal amount of the Indebtedness being so refinanced, accrued and unpaid interest and fees owing with respect thereto, any tender fees or redemption premiums required to
be paid thereon, and fees and expenses relating to such Permitted Senior Refinancing, and (E) the Net Cash Proceeds of such Permitted Senior Refinancing shall be applied to prepay Loans, and,
if applicable, permanently reduce Commitments in accordance with the requirements applicable thereto as set forth in Sections 2.14 and  2.15 (except
that with respect any refinancing pursuant to clause (iii) above, the proceeds thereof shall be applied to repay or refinance
Indebtedness referred to in this Section 6.2(l); and 


        (m)  unsecured
Indebtedness of a Foreign Subsidiary owed to another Foreign Subsidiary. 




        6.3 Liens.    Create, incur, assume or permit to exist any Lien on any of its Property, whether now owned or hereafter acquired,
or any income or profits therefrom, except for: 



        (a)   Liens
for taxes not yet due (or, in the case of real property taxes and assessments, not yet delinquent) or that are being contested in good faith by appropriate
proceedings; provided that, adequate reserves with respect thereto are maintained on the books of the applicable Loan Party, as the case may be, in
conformity with GAAP; 


        (b)   carriers',
warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business that are not overdue for a period of
more than 30 days or that are being contested in good faith by appropriate proceedings; provided that, adequate reserves with respect thereto are
maintained on the books of the applicable Loan Party, as the case may be, in conformity with GAAP; 


        (c)   pledges
or deposits in connection with workers' compensation, unemployment insurance and other social security legislation; 



78







 




        (d)   deposits
by or on behalf of any Restricted Subsidiary to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations,
surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; 



        (e)   easements,
rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business that, in the aggregate, are not
substantial in amount and that do not in any case materially interfere with the ordinary conduct of the business of Borrower or any of its Restricted Subsidiaries; 


        (f)    Liens
listed on Schedule 6.3(f) in existence on the Closing Date and securing Indebtedness permitted by  Section 6.2(d) or securing any Acquired
Indebtedness (or refinancing thereof) permitted under  Section 6.2(d)(ii) or 6.2(d)(iii); provided that,
no such Lien is expanded (x) after the Closing Date (with respect to Liens listed on Schedule 6.3(f)), or (y) after the date of
assumption of such Indebtedness (with respect to Liens securing Acquired Indebtedness or refinancing thereof) to cover any additional
Property not covered immediately prior to such date (or the date of such assumption) and that the amount of Indebtedness secured thereby is not increased, except as permitted in  Section 6.2(d)(iii); 


        (g)   Liens
securing Indebtedness of Borrower or any Restricted Subsidiary incurred pursuant to Section 6.2(c);  provided that, (i) such Liens shall be
created substantially concurrently with the incurrence of such Indebtedness, (ii) such Liens do not
at any time encumber any Property other than the Property financed by such Indebtedness (or the Indebtedness being refinanced pursuant to  Section 6.2(c)), and (iii) the amount of Indebtedness
secured thereby (in the case of a refinancing) is not increased, except as permitted
in Section 6.2(c); 


        (h)   Liens
created pursuant to the Loan Documents securing the Obligations; 


        (i)    any
(x) interest or title of a lessor under any lease of real property entered into by Borrower or any of its Restricted Subsidiaries in the ordinary course of
its business and covering only the assets so leased or Liens (not material in the aggregate) in favor of a lessor created by statute or by the terms of a lease limited to furniture, fixtures and
equipment located at the leased property, and (y) interests or rights of a creditor of a landlord pursuant to a subordination or other similar agreement entered into in the ordinary course of
business covering only the property subject to the terms of such lease; 


        (j)    any
Liens in the nature of rights of first refusal, redemption rights, and other restrictions on transfer existing as of the Closing Date in respect of the shares of
Fandango, Inc. held by Borrower or its Subsidiaries and any similar Liens relating to equity interests in any Person not constituting a Restricted Subsidiary; 



        (k)   Liens
with respect to transactions permitted under Section 6.11 on the property so leased; 


        (l)    to
the extent constituting Liens, obligations under Capital Lease Obligations and EITF 97-10 Capital Lease Obligations incurred pursuant to  Section 6.2(c) and obligations under the UA Pass-Through
Trust Documents; provided
that, such Liens do not at any time encumber any Property other than the Property financed by such Indebtedness or obligations; 



        (m)  the
title exceptions disclosed in the title policies insuring the Mortgages (or, in the context of a New Mortgage to be granted, the title exceptions disclosed in a
commitment to issue a title policy insuring such New Mortgage that are approved by Administrative Agent); and 


        (n)   purported
Liens evidenced by the filing of UCC financing statements relating solely to operating leases of personal property entered into in the ordinary course of
business. 



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           6.4 Limitation on Fundamental Changes.    Enter into any merger, consolidation or amalgamation, or
liquidate, wind up or
dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its Property or business, except that: 



        (a)   any
Restricted Subsidiary may be merged or consolidated with or into Borrower (provided that, Borrower shall be the
continuing or surviving corporation) or with or into any Wholly-Owned Subsidiary Guarantor (provided that, such Wholly-Owned Subsidiary Guarantor shall
be the continuing or surviving corporation), in each case so long as Borrower or such Wholly-Owned Subsidiary Guarantor would be deemed Solvent as a result of such merger or consolidation; 


        (b)   any
Restricted Subsidiary may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) (i) to Borrower or any Wholly-Owned Subsidiary
Guarantor or (ii) to any other Person pursuant to a transaction permitted by Section 6.5; 


        (c)   Borrower
may Dispose of assets (but not all or substantially all of its assets) to any Wholly-Owned Subsidiary Guarantor; 


        (d)   any
Foreign Subsidiary may liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution) or may be merged or consolidated with or into, or may dispose
of all or substantially all of its assets to, any other Foreign Subsidiary; 


        (e)   any
Restricted Subsidiary may merge or consolidate with Persons acquired pursuant to a Permitted Acquisition; and 


        (f)    during
the period that the UA Pass-Through Certificates Restriction is in effect, any UA Subsidiary may be merged or consolidated with or into, and may
dispose of all or substantially all of its assets to, Wholly-Owned Subsidiaries that are UA Subsidiaries. 




        6.5 Limitation on Disposition of Property.    Dispose of any Property of Borrower or any of its Restricted Subsidiaries
(including receivables and leasehold interests), whether now owned or hereafter acquired, including, in the case of any Restricted Subsidiary, issuing or selling any shares of such Restricted
Subsidiary's Capital Stock to any Person, except for, subject to compliance with the requirements of Section 2.14(a): 



        (a)   the
Disposition of obsolete or worn out property in the ordinary course of business; 


        (b)   (i) leases,
subleases and concessions of interests in real and personal property, (ii) the sale of inventory and (iii) licenses of intellectual
property, in each case in the ordinary course of business; 


        (c)   Dispositions
permitted by Section 6.4 (other than  Section 6.4(b)(ii)); 


        (d)   the
sale or issuance of (i) any Subsidiary's Capital Stock to Borrower or any Wholly-Owned Subsidiary Guarantor, (ii) any Foreign Subsidiary's Capital
Stock to another Foreign Subsidiary, and (iii) during the period that the UA Pass-Through Certificates Restriction is in effect, any UA Subsidiary's (other than a UA
First-Tier Subsidiary) Capital Stock to another UA Subsidiary; 


        (e)   Dispositions
by Borrower or any of its Restricted Subsidiaries of other assets having a fair market value not to exceed $100,000,000 in the aggregate for any Fiscal
Year; 


        (f)    any
Recovery Event; 


        (g)   an
exchange or "swap" of fixed, tangible assets of any Restricted Subsidiary for the assets of a Person other than Borrower or its Restricted Subsidiaries;  provided that, (i) the assets received by
Borrower or such Restricted Subsidiary will be used or useful in its respective Line of Business, and
(ii) Borrower or such Restricted Subsidiary receives reasonable equivalent value for such assets, such equivalent value to be demonstrated to the reasonable satisfaction of Administrative 



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Agent
(or, in the case of an exchange or "swap" with a non-Affiliate of any Loan Party, as determined by the board of directors of the applicable Restricted Subsidiary);  provided further that, the fair market
value of all such assets exchanged or "swapped" in any Fiscal Year does not exceed $100,000,000; and 



        (h)   Dispositions
permitted under Section 6.4(b)(ii) or 6.11. 




        6.6 Limitation on Restricted Payments.    Declare or pay any dividend (other than dividends payable solely in Capital Stock that
is not Disqualified Stock of the Person making such dividend) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption,
defeasance, retirement or other acquisition of, any Capital Stock of Borrower or any of its Restricted Subsidiaries, whether now or hereafter outstanding, or make any other distribution in respect
thereof, either directly or indirectly, whether in cash or property or in obligations of Borrower or any of its Restricted Subsidiaries, or enter into any derivatives or other transaction with any
financial institution, commodities or stock exchange or clearinghouse (a "Derivatives Counterparty") obligating Borrower or any of its Restricted
Subsidiaries to make payments to such Derivatives Counterparty as a result of any change in market value of any such Capital Stock (collectively, "Restricted
Payments"), except that the following Restricted Payments may be made: 



        (a)   any
Restricted Payment, to the extent that such Restricted Payment would constitute any dividend, distribution or other payment on or with respect to equity interests of
an issuer to the extent payable solely in shares of Capital Stock of such issuer, other than Disqualified Stock; 


        (b)   the
purchase or acquisition of Capital Stock of a Guarantor; 


        (c)   the
Parent Cash Dividend; 


        (d)   any
Restricted Payment, to the extent that such Restricted Payment would constitute any dividend, distribution or other payment to Borrower or to any of the Guarantors,
by Borrower or any of its Subsidiaries; 


        (e)   any
Restricted Payment if 



        (A)  the
value of such Restricted Payment, together with the aggregate value of all other Restricted Payments made on or after the Closing Date pursuant to this  Section 6.6(e), does not exceed (I) the
sum of (w) $100,000,000, (x) for the period commencing on May 1, 2004, and
ending on July 1, 2004, and for each Fiscal Quarter of Borrower thereafter, the sum of 50% of the Consolidated Excess Cash Flow of Borrower for each such period, in each case for which
financial statements have been delivered pursuant to Section 5.1(a) or 5.1(b) at the time of such
Restricted Payment, (y) 100% of the aggregate Net Cash Proceeds received by Borrower as a capital contribution or from the issuance or sale to Holdings of Capital Stock of Borrower (other than
Disqualified Stock), in each case, after the Closing Date and on or prior to the time of such Restricted Payment (but only to the extent such proceeds are not otherwise required to be applied to repay
Loans pursuant to Sections 2.14(b) and 2.15), and (z) the fair market value of assets
(excluding Foreign Subsidiaries, Unrestricted Subsidiaries and Foreign Assets) contributed as a capital contribution to Borrower (provided that, such
assets are pledged as Collateral to Administrative Agent, and in the case of any Subsidiary so contributed, such Subsidiary becomes a Guarantor, in each case, to the extent required under  Section 5.9 or under the Security Documents, within the applicable time periods set forth therein),  less (II) the sum of (x) Investments made by Borrower or any of its Subsidiaries pursuant to
 Section 6.8(j) (including direct or indirect Investments in Foreign Subsidiaries or Foreign Assets pursuant to  Section 6.8(f) to the extent such
Investments in Foreign Subsidiaries or Foreign Assets (measured at the fair market value thereof at the time of
such Investment) exceed the then applicable Foreign Subsidiary Investment Basket) and 




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(y) prepayments,
repurchases, redemptions or defeasances of Indebtedness made pursuant to Section 6.9(a)(ii), and (z) Capital
Expenditures made pursuant to Section 6.7(b); and 


        (B)  (x) at
the time of such Restricted Payment, no Default or Event of Default shall have occurred and be continuing, and after giving effect to such Restricted
Payment, Borrower and its Restricted Subsidiaries shall be in pro forma compliance with each financial covenant in  Section 6.1 (provided that, for purposes of determining compliance with this clause (B),
each financial covenant in Section 6.1 shall be deemed to be 25 basis points more restrictive to Borrower and its Restricted Subsidiaries), and
(y) such Restricted Payment is made in cash or Cash Equivalents. For purposes of this Section 6.6, the fair market value of any assets
other than cash contributed as a capital contribution to Borrower (i) shall, if such fair market value is less than $25,000,000, be as determined by the board of directors of Borrower, and
(ii) shall, if such fair market value is $25,000,000 or more, be determined according to an opinion or valuation with respect to the fair market value of such assets from an independent
investment banking firm, appraisal or valuation firm, in each case of national reputation in the United States, which opinion shall have been obtained and delivered to Administrative Agent within
30 days of the consummation of such capital contribution; provided, however, that in the case of any assets contributed within 30 days
following the acquisition of such assets by an Affiliate of Borrower from a third party that is not an Affiliate in an arm's-length transaction, the requirements of the immediately preceding clauses
(i) and (ii) shall not apply and the fair market value of the contributed assets shall be deemed to be the amount paid for such assets by such Affiliate; 




        (f)    any
payments to a Parent Entity, (1) to enable the Parent Entity to pay federal, state, local or foreign tax liabilities relating to Borrower's operations,
assets, or capital or those of Borrower's Domestic Subsidiaries (a "Tax Payment"), in an amount equal to the lesser of (i) the amount of any tax
liabilities that would otherwise be payable by Borrower and Borrower's Domestic Subsidiaries to the appropriate taxing authorities to the extent that the Parent Entity has an obligation to pay such
tax liabilities
relating to Borrower's operations, assets, or capital or those of Borrower's Domestic Subsidiaries, and (ii) the amount determined by assuming that Borrower is the parent company of an
affiliated group or similar foreign or state and local group, as the case may be (the "Borrower Affiliated Group"), filing a consolidated federal income
tax return or similar foreign or state and local tax return, as the case may be, and that the Parent Entity and each such Domestic Subsidiary is a member of the Borrower Affiliated Group,  provided that,
any Tax Payments shall either be used by the Parent Entity to pay such tax liabilities within 90 days of the Parent Entity's
receipt of such payment or refunded to Borrower; and (2) in an aggregate amount not to exceed $1,000,000 per year to pay legal and accounting expenses, payroll and other compensation expenses
in the ordinary course of business, and other corporate overhead expenses in the ordinary course of business; and 


        (g)   any
Restricted Payment, to the extent that such Restricted Payment would constitute any dividend, distribution or other payment by (i) a Foreign Subsidiary to
another Foreign Subsidiary, or (ii) a UA Subsidiary to another UA Subsidiary during the period that the UA Pass-Through Certificates Restriction is in effect. 




        6.7 Limitation on Capital Expenditures.    Make or commit to make any Capital Expenditure in any Fiscal Year, except:
(a) Capital Expenditures of Borrower or Restricted Subsidiaries of Borrower in the ordinary course of business not exceeding an amount equal to Consolidated EBITDA of Borrower and its
Restricted Subsidiaries for the prior Fiscal Year multiplied by 0.35; provided that, (w) such amount shall be increased with respect to any
Restricted Subsidiary acquired, or any assets acquired in a Permitted Acquisition, in each case in the then current Fiscal Year, by an amount equal to (i) Consolidated EBITDA of such acquired
Restricted Subsidiary (calculated by reference to such acquired Restricted Subsidiary and its Restricted Subsidiaries only) during the last fiscal year of such 


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Restricted
Subsidiary for which audited financial statements are available, or (ii) the Consolidated EBITDA that would have been attributable to such acquired assets during the prior fiscal
year (as reasonably determined by Borrower and approved by Administrative Agent), in each case, multiplied by 0.35, multiplied by a fraction, the numerator of which is 365  minus the number of days
that elapsed in the then current Fiscal Year of Borrower prior to such acquisition, and the denominator of which is 365,
(x) the amount available for Capital Expenditures in any Fiscal Year pursuant to this clause (a) and unused in such Fiscal Year may be carried forward to the immediately following
Fiscal Year and may be used in such following Fiscal Year only (it being understood that unused amounts under the Existing Credit Agreement with respect to Fiscal Year 2003 may be carried forward to
Fiscal Year 2004), (y) such carried forward amount will be used first in such following Fiscal Year, prior to using the amount otherwise available in such Fiscal Year pursuant to this
clause (a), and (z) the maximum amount available of Capital Expenditures in any Fiscal Year that may be carried forward to the immediately following Fiscal Year shall not exceed the
amount available for Capital Expenditures in such first Fiscal Year (without taking into account any amount carried over from the previous Fiscal Year); and (b) Capital Expenditures of Borrower
and its Restricted Subsidiaries to the extent of any Net Cash Proceeds received by Borrower as a capital contribution or from issuances or sales to Holdings of Capital Stock of Borrower, in each case
after the Closing Date, to the extent that (x) such Net Cash Proceeds are not required to be applied to repay Loans pursuant to  Sections 2.14(b) and 2.15, and (y) Borrower could make a Restricted Payment of the same
amount pursuant to Section 6.6(e) (it being understood that any such Capital Expenditures shall, without duplication, reduce
dollar-for-dollar the amount available for Restricted Payments under Section 6.6(e)). Permitted Acquisitions made in
accordance with Section 6.8(f) shall not be deemed to be Capital Expenditures for the purposes of this  Section 6.7. 


        6.8 Limitation on Investments.    Make any advance, loan, extension of credit (by way of guaranty or otherwise) or capital
contribution to, or purchase or otherwise acquire for value any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting an ongoing business from, or make any
other investment in, any other Person (all of the foregoing, "Investments"), except: 



        (a)   extensions
of trade credit by Borrower or any of its Restricted Subsidiaries in the ordinary course of business; 


        (b)   Investments
by Borrower or any of its Restricted Subsidiaries in Cash Equivalents; 


        (c)   Investments
arising in connection with the incurrence of Indebtedness permitted by Section 6.2(b); 



        (d)   loans
and advances to employees of Borrower or any of its Restricted Subsidiaries in the ordinary course of business (including for travel, entertainment and relocation
expenses) in an aggregate amount not to exceed $2,000,000 at any one time outstanding; 


        (e)   Investments
constituting Contingent Obligations permitted under Section 6.2; 


        (f)    acquisitions
by Borrower or any of its Restricted Subsidiaries of Persons or ongoing businesses (including an operating theatre), whether pursuant to a capital
contribution or purchase (each a "Permitted Acquisition"); provided that, (A) each such Permitted
Acquisition is of a Person or ongoing business in a Line of Business in which the acquiror is permitted to engage pursuant to Section 6.15;
(B) (i) any Person so acquired becomes a Restricted Subsidiary and a Guarantor under the Guaranty and Collateral Agreement and the other requirements of  Section 5.9 and the Security
Documents are satisfied within the applicable time periods set forth therein (other than Foreign Subsidiaries to the
extent that (x) the fair market value of all such Foreign Subsidiaries acquired pursuant to a Permitted Acquisition (determined at the time of acquisition) is less than the Foreign Subsidiary
Investment Basket, plus the amount available for Investments under Section 6.8(j), or
(y) such Foreign Subsidiaries are acquired pursuant to a capital contribution for 



83







 




no
consideration), and (ii) any assets so acquired are pledged under the Guaranty and Collateral Agreement and the other Security Documents, within the time periods set forth in, and to the
extent required under, the Loan Documents (provided that, any Foreign Assets shall only be permitted to be acquired pursuant to this  Section 6.8(f) to
the extent that (x) the fair market value of such assets (determined at the time of acquisition) is less than the
Foreign Subsidiary Investment Basket plus the amount available for Investments under  Section 6.8(j), or (y) such Foreign Assets are acquired
pursuant to a capital contribution for no consideration); and (C) after
giving effect to each such Permitted Acquisition, Borrower and its Restricted Subsidiaries shall be in pro forma compliance with the covenants and
agreements set forth in this Agreement provided that, for purposes of determining compliance with this clause (C), each financial covenant in  Section 6.1 shall be deemed to be 25 basis points more restrictive to Borrower and its Restricted Subsidiaries than the ratios set forth in such  Section 6.1. Foreign Subsidiaries or Foreign Assets,
directly or indirectly acquired in connection with a Permitted Acquisition (except pursuant
to a capital contribution), will first, reduce the Foreign Subsidiary Investment Basket and second, to
the extent that the Foreign Subsidiary Investment Basket is reduced to zero, reduce the amount available for Investments under Section 6.8(j) and
the amount available for Restricted Payments under Section 6.6(e) (in each case, according to the fair market value of such Foreign Subsidiaries
or Foreign Assets at the time of such Permitted Acquisition). The fair market value of any Foreign Subsidiaries or Foreign Assets acquired in a Permitted Acquisition shall (i) if such fair
market value is less than $25,000,000, be as determined by the board of directors of Borrower, and (ii) if such fair market value is $25,000,000 or more, be determined according to an opinion
or valuation with respect to the fair market value of such Foreign Subsidiaries from an independent investment banking, appraisal or valuation firm, in each case of national reputation in the United
States, which opinion shall have been obtained and delivered to Administrative Agent within 30 days of the consummation of such Permitted Acquisition. In connection with any Permitted
Acquisition, Borrower may, with the prior written consent of Administrative Agent (such consent not to be unreasonably withheld) and, without the consent of any other Lender, (i) supplement the
Schedules to this Agreement and the Guaranty and Collateral Agreement to reflect the assets and liabilities acquired pursuant to such Permitted Acquisition, and (ii) specify additional
qualifications to the representations and warranties contained in this Agreement and the Guaranty and Collateral Agreement that cannot be implemented through such update of schedules; it being
understood that such supplement and additional qualifications shall apply each time that the representations and warranties in this Agreement or the other Loan Documents are made or deemed made by a
Loan Party on or after the date of the Permitted Acquisition; 


        (g)   Investments
(other than those relating to the incurrence of Indebtedness permitted by Section 6.8(c)) by Borrower
or its respective Restricted Subsidiaries in any Person that, prior to such Investment, is a Guarantor and Investments by any Restricted Subsidiary in the Borrower; 


        (h)   Investments
(other than with respect to Foreign Subsidiaries or Foreign Assets) held by Persons acquired pursuant to a Permitted Acquisition, to the extent that the fair
market value thereof (if such fair market value exceeds $25,000,000, then such fair market value to be determined as provided with respect to Foreign Subsidiaries in  Section 6.8(f)) at the time of
such Permitted Acquisition is less than 5% of the consideration paid (including assumed liabilities) by Borrower
and its Restricted Subsidiaries in connection with such Permitted Acquisition; 


        (i)    Investments
by Borrower or any of its Restricted Subsidiaries in an amount not to exceed an amount necessary to (i) purchase all outstanding UA
Pass-Through Certificates or repay the full outstanding principal amount, accrued interest and any penalty or premium on the UA Pass-Through Certificates, and
(ii) purchase the equity interest in the trust that is the issuer of such UA Pass-Through Certificates; provided that,
(A) each UA Subsidiary simultaneously becomes (x) a Restricted Subsidiary of Borrower or of any of its Restricted Subsidiaries, and (y) a 



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Guarantor
and (B) the other applicable requirements of Section 5.9 are satisfied within the applicable time periods set forth therein; 


        (j)    Investments
by Borrower or any of its Restricted Subsidiaries, in each case, to the extent that Borrower could make a Restricted Payment of the same amount pursuant to  Section 6.6(e) (it being understood that
any such Investment shall, without duplication, reduce dollar-for-dollar the
amount available for Restricted Payments under Section 6.6(e)); 



        (k)   the
creation of new Subsidiaries with nominal capitalization, subject to all of the other provisions of this Agreement; 


        (l)    Investments
made as a result of the receipt of non-Cash consideration from any Disposition made in accordance with  Section 6.5; provided that, in no event shall
such non-Cash consideration constitute
more than 25% of the total consideration received in connection with such Disposition; 


        (m)  Investments
by Borrower or its Restricted Subsidiaries in Foreign Subsidiaries in an aggregate amount outstanding (measured at the time each such Investment is made
based on the amount of each
such Investment and without giving effect to changes in the value thereof) not to exceed the Foreign Subsidiary Investment Basket then in effect; 


        (n)   Investments
by a Foreign Subsidiary in another Foreign Subsidiary; and 


        (o)   Investments
during the period that the UA Pass-Through Certificates Restriction is in effect by a UA Subsidiary in another UA Subsidiary. 




        6.9 Limitation on Optional Payments and Modifications of Indebtedness and Organizational Documents.    (a) Make or offer
to make any optional or voluntary payment, prepayment, repurchase or redemption of, or otherwise voluntarily or optionally defease, any Indebtedness, or segregate funds for any such payment,
prepayment, repurchase, redemption or defeasance, or enter into any derivative or other transaction with any Derivatives Counterparty obligating Borrower or any of its Subsidiaries to make payments to
such Derivatives Counterparty as a result of any change in market value of such Indebtedness (which shall not include Hedge Agreements for purposes of this  Section 6.9), other than (i) the
prepayment, repurchase, redemption or defeasance of Indebtedness (including any offer related thereto)
incurred hereunder or under Section 6.2(b), 6.2(c),  6.2(d) or 6.2(m)
, (ii) the prepayment, repurchase, redemption or defeasance (including any offer
related thereto) of Indebtedness (other than that referred to in clause (i)) to the extent Borrower could make a Restricted Payment of the same amount pursuant to  Section 6.6 (it being
understood that any such payment shall, without duplication, reduce dollar-for-dollar the amount
available for Restricted Payments under Section 6.6(e)), (iii) offers to make any voluntary payment, prepayment, repurchase, redemption or
defeasance that are conditioned upon approval of the Requisite Lenders, and (iv) refinancings (including pursuant to prepayment, repurchase, redemption or defeasance) of Indebtedness permitted
pursuant to Sections 6.2(i), 6.2(k) and 6.2(l);
(b) without the prior consent of the Administrative Agent, amend, modify or otherwise change, or consent or agree to any amendment, modification, waiver or other change to, any of the terms
(including the subordination terms) of any Indebtedness incurred under Sections 6.2(i), 6.2(k)
and 6.2(l) (other than any such amendment, modification, waiver or other change that (i) is no less favorable to Borrower, its Restricted
Subsidiaries and the Secured Parties than the provision so amended, modified or waived in any material respect, or (ii) (x) would extend the maturity or reduce the amount of any payment
of principal thereof, reduce the rate or extend the date for payment of interest thereon or provide for the addition of guarantors as permitted under this Agreement and (y) does not involve the
payment of a consent fee); (c) take any action to designate any Indebtedness (other than the Obligations and Indebtedness permitted under  Section 6.2(1)) as "Designated Senior Indebtedness"
(or any similar term referring to specifically enumerated Indebtedness entitled to block
payments in respect of Permitted Subordinated Indebtedness or 


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Permitted
Subordinated Refinancing) for the purposes of any documents relating to Permitted Subordinated Indebtedness or Permitted Subordinated Refinancing; or (d) without the consent of
Administrative Agent (not to be unreasonably withheld or delayed), amend or permit the amendment of its Organizational Documents in any manner that could reasonably be expected to be adverse to the
Lenders; provided that, this clause (d) shall not prohibit the consummation of any transaction permitted by  Section 6.4. 



        6.10 Limitations on Transactions with Affiliates.    Enter into any transaction, including any purchase, sale, lease or exchange
of Property, the rendering of any service or the payment of any management, advisory or similar fees, with any Affiliate (other than Borrower or any Wholly-Owned Subsidiary that is a Restricted
Subsidiary) unless such transaction is (a) otherwise permitted under this Agreement, (b) in the ordinary course of business of Borrower or such Restricted Subsidiary, as the case may be
(it being understood that Permitted Acquisitions shall be deemed to be in the ordinary course of business), and (c) on fair and reasonable terms no less favorable to Borrower or such Restricted
Subsidiary, as the case may be, than it would obtain in a comparable arm's length transaction with a Person that is not an Affiliate. Notwithstanding the foregoing, this  Section 6.10 shall not
prevent (x) Borrower or its Restricted Subsidiaries from (i) making Restricted Payments permitted under
Section 6.6, or (ii) making Investments permitted by Sections 6.8(g),  6.8(i), 6.8(j) (with respect to Unrestricted Subsidiaries or Foreign Subsidiaries),  6.8(m) and 6.8(n), or (y) the issuance
of Capital Stock by Borrower to Holdings. 


        6.11 Limitation on Sales and Leasebacks.    Enter into any arrangement with any Person pursuant to which (i) any of
Borrower or its Restricted Subsidiaries sells or transfers Property, and (ii) any of Borrower or its Restricted Subsidiaries leases such sold or transferred Property from the Person to whom
such Property was sold or transferred or from any other Person that has advanced funds on the security of such Property or rental obligations of such Loan Party, except for the first $100,000,000 (in
sale price) of such transactions consummated during the term of this Agreement. 


        6.12 Limitation on Changes in Fiscal Periods.    Change the Fiscal Year or method of determining Fiscal Quarters, in each case,
without the prior written consent of Administrative Agent, except that Borrower may change its Fiscal Year to a Fiscal Year that commences on each January 1 and ends on each December 31. 



        6.13 Limitation on Negative Pledge Clauses.    Enter into or suffer to exist or become effective any agreement that prohibits or
limits the ability of Borrower or any of its Restricted Subsidiaries to create, incur, assume or suffer to exist any Lien on any of its Property or revenues, whether now owned or hereafter acquired,
to secure the Obligations or, in the case of any Guarantor, its obligations under the Guaranty and Collateral Agreement, other than (a) this Agreement and the other Loan Documents,
(b) any agreements governing any purchase money Liens, Capital Lease Obligations, EITF 97-10 Capital Lease Obligations or other secured indebtedness otherwise permitted hereby (in
which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) any agreements relating to Acquired Indebtedness permitted pursuant to  Section 6.2(d)(ii) or refinancings thereof pursuant to Section 6.2(d)(iii) (so long as
such restrictions are no more burdensome or restrictive than those contained in the Acquired Indebtedness so refinanced) (in each case, to the extent such agreements do not conflict with the
provisions of Section 5.9), (d) customary nonassignment provisions or other restrictions on Liens arising under leases, subleases,
licenses, joint venture agreements and other contracts entered into in the ordinary course of business, (e) exceptions set forth in the "Pledged Stock" definition contained in the Guaranty and
Collateral Agreement and exceptions relating to the Capital Stock of Persons that are not Restricted Subsidiaries, and (f) during the period that the UA Pass-Through Certificates
Restriction is in effect, restrictions with respect to the UA Subsidiaries contained in the UA Pass-Through Trust Documents. 


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        6.14 Limitation on Restrictions on Subsidiary Distributions, Etc.    Enter into or suffer to exist or become effective any
consensual encumbrance or restriction on the ability of Borrower or any of its Restricted Subsidiaries (or, in the case of clause (a) only, any Restricted Subsidiary) to (a) make
Restricted Payments in respect of any Capital Stock of such Subsidiary held by, or pay or subordinate any Indebtedness owed to, Borrower or any other Restricted Subsidiary, (b) make Investments
in Borrower or any Restricted Subsidiary or (c) transfer any of its assets to Borrower or any Restricted Subsidiary, in each case, except for such encumbrances or restrictions existing under or
by reason of (A) any restrictions existing under the Loan Documents, (B) any restrictions under Indebtedness permitted under  Sections 6.2(i), 6.2(k) and 6.2(l),
(C) any restrictions under Acquired Indebtedness permitted under Section 6.2(d)(ii) or refinancings thereof pursuant to  Section 6.2(d)(iii)
(so long as such restrictions are no more burdensome or restrictive than those contained in the Acquired Indebtedness so
refinanced), (D) any restrictions with respect to a Restricted Subsidiary imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially
all of the Capital Stock or assets of such Restricted Subsidiary, (E) customary non-assignment provisions or other restrictions on Liens arising under leases, subleases, licenses,
joint venture agreements and other contracts entered into in the ordinary course of business, (F) any agreements governing any purchase money Liens, Capital Lease Obligations, EITF
97-10 Capital Lease Obligations or other secured indebtedness otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed
thereby), (G) exceptions set forth in the "Pledged Stock" definition contained in the Guaranty and Collateral Agreement and exceptions relating to the Capital Stock of Persons that are not
Restricted Subsidiaries, and (H) during the period that the UA Pass-Through Certificates Restriction is in effect, restrictions with respect to the UA Subsidiaries contained in the
UA Pass-Through Trust Documents. 


        6.15 Limitation on Lines of Business.    Enter into any business, either directly or through any Subsidiary, except for those
businesses in which Borrower and its Subsidiaries are engaged on the Closing Date or that are reasonably related thereto (each, a "Line of Business"). 



        6.16 Limitation on Hedge Agreements.    Enter into any Interest Rate Agreement other than Hedge Agreements reasonably
satisfactory to Administrative Agent. 


        6.17 Limitation on Terminations of Leases.    Permit or cause any termination prior to the scheduled expiration of any lease of
any Real Estate Asset subject to a Mortgage without the prior written consent of Administrative Agent (which consent shall not be unreasonably withheld), to the extent that (x) the cost of any
such termination payment is $10,000,000 or more individually, or (y) the cost of such termination payments exceed $20,000,000 in the aggregate in any Fiscal Year;  provided that, nothing in this
Section 6.17 shall prohibit any Disposition permitted pursuant to
Section 6.5. 


        6.18 Limitation on Issuance of Preferred Stock.    Issue any Preferred Stock (including Disqualified Stock). 


SECTION 7. EVENTS OF DEFAULT  


        7.1 Events of Default.    If any one or more of the following conditions or events shall occur: 



        (a)   Failure to Make Payments When Due. Borrower shall fail to pay any principal of any Loan or Reimbursement Obligation when
due in accordance with the terms hereof; or Borrower shall fail to pay any interest on any Loan or Reimbursement Obligation, or any Loan Party shall fail to pay any other amount payable hereunder or
under any other Loan Document, within five days after any such interest or other amount becomes due in accordance with the terms hereof; 


        (b)   Default in Other Agreements. (I) Borrower or any of its Restricted Subsidiaries shall (i) default in making
any payment of any principal of any Indebtedness (including any Contingent Obligation, but excluding the Loans) on the scheduled or original due date with respect thereto, or 



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(ii) default
in making any payment of any interest on any such Indebtedness beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was
created, or (iii) default in the observance or performance of any other agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing
or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or beneficiary of such Indebtedness
(or a trustee or agent on behalf of such holder or beneficiary) to cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity or (in the case of any
such Indebtedness constituting a Contingent Obligation) to become payable, or (II) Holdings shall (i) default in making any payment of any principal of any Indebtedness (including
Contingent Obligations) on the scheduled or original due date with respect thereto, or (ii) default in the observance or performance of any agreement or condition relating to any Indebtedness
or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to
cause such Indebtedness to become due prior to its stated maturity (or in the case of any such Indebtedness constituting a Contingent Obligation) to become payable;  provided that, a default, event or
condition described in clause (I) or (II) of this paragraph (b) shall not at any time
constitute an Event of Default unless, at such time, one or more defaults, events or conditions of the type described in clauses (I) and (II) of this paragraph (b) shall
have occurred and be continuing with respect to Indebtedness the outstanding principal amount of which exceeds in the aggregate $25,000,000; 


        (c)   Breach of Certain Covenants. Any Loan Party shall default in the observance or performance of any agreement contained in  Section 2.6, 5.4(a)
 (with respect to Borrower only),  5.7(a), or 6, or Section 5.8(a) of the Guaranty and Collateral Agreement; 


        (d)   Breach of Representations, Etc. Any representation or warranty made or deemed made by any Loan Party herein or in any
other Loan Document or that is contained in any certificate, document or financial or other statement furnished by it at any time under or in connection with this Agreement or any such other Loan
Document shall prove to have been inaccurate in any material respect on or as of the date made or deemed made; 


        (e)   Other Defaults Under Loan Documents. Holdings or any Loan Party shall default in the performance of or compliance with
any term contained herein or any of the other Loan Documents, other than any such term referred to in any other provision of this Section 7.1,
and such default shall not have been remedied or waived within 30 days after the earlier of (i) an officer of Holdings or such Loan Party becoming aware of such default, or
(ii) receipt by Borrower of notice from Administrative Agent or any Lender of such default; 


        (f)    Involuntary Bankruptcy; Appointment of Receiver, Etc. (i) Parent, Holdings, Borrower or any of its Restricted
Subsidiaries shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency,
reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement,
adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian,
conservator or other similar official for it or for all or any substantial part of its assets, or Parent, Holdings, Borrower or any of its Restricted Subsidiaries shall make a general assignment for
the benefit of its creditors; (ii) there shall be commenced against Parent, Holdings, Borrower or any of its Restricted Subsidiaries any case, proceeding or other action of a nature referred to
in clause (i) above that (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a
period of 60 days; (iii) there shall be commenced against Parent, Holdings, Borrower or any of its Restricted 



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Subsidiaries
any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets that results in
the entry of an order for any such relief that shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof; (iv) Parent, Holdings,
Borrower or any of its Restricted Subsidiaries shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i),
(ii), or (iii) above; or (v) Parent, Holdings, Borrower or any of its Restricted Subsidiaries shall generally not, or shall be unable to, or shall admit in writing its inability to, pay
its debts as they become due; or 


        (g)   Voluntary Bankruptcy; Appointment of Receiver, Etc. (i) Parent, Holdings, Borrower or any of its Restricted
Subsidiaries shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law
now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall
consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or Parent, Holdings, Borrower or any of its Restricted
Subsidiaries shall make any assignment for the benefit of creditors; (ii) Parent, Holdings, Borrower or any of its Restricted Subsidiaries shall be unable, or shall fail generally, or shall
admit in writing its inability, to pay its debts as such debts become due; or (iii) the board of directors (or similar governing body) of Parent, Holdings, Borrower or any of its Restricted
Subsidiaries (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein or in  Section 7.1(f); 



        (h)   Judgments and Attachments. One or more judgments or decrees shall be entered against Holdings, Borrower or any of its
Restricted Subsidiaries involving for Holdings, Borrower and its Restricted Subsidiaries, taken as a whole, a liability (not paid or fully covered by insurance as to which the relevant insurance
company has acknowledged coverage) of $25,000,000 or more, and all such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 days from the
entry thereof; 


        (i)    Dissolution. Any order, judgment or decree shall be entered against any Loan Party decreeing the dissolution or split up
of such Loan Party and such order shall remain undischarged or unstayed for a period in excess of 30 days; 


        (j)    Employee Benefit Plans. (i) Any Person shall engage in any "prohibited transaction" (as defined in
Section 406 of ERISA or Section 4975 of the Code) involving any Plan, (ii) any "accumulated funding deficiency" (as defined in Section 302 of ERISA), whether or not waived,
shall exist with respect to any Plan or any Lien in favor of the PBGC or a Plan shall arise on the assets of Borrower or any Commonly-Controlled Entity, (iii) a Reportable Event shall occur
with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Single-Employer Plan, which Reportable Event or
commencement of proceedings or appointment of a trustee is likely to, result in the termination of such Plan for purposes of Title IV of ERISA, (iv) any Single-Employer Plan shall
terminate for purposes of Title IV of ERISA, (v) Borrower or any Commonly-Controlled Entity shall, or is likely to, incur any liability in connection with a withdrawal from, or the
Insolvency or Reorganization of, a Multiemployer Plan, (vi) there exists any fact or circumstance that reasonably could be expected to result in the imposition of a Lien under
Section 412(n) of the Code or under ERISA, or (vii) any other similar event or condition shall occur or exist with respect to a Plan; and in each case in clauses (i) through
(vii) above, such event or condition, together with all other such events or conditions, if any, could, in the sole judgment of the Required Lenders, reasonably be expected to have a Material
Adverse Effect; 



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        (k)   Change of Control. (i) The Permitted Investors shall cease to have the power to vote or direct the voting of
securities having a majority of the ordinary voting power for the election of directors of Parent (determined on a fully-diluted basis), (ii) the board of directors of Parent shall cease to
consist of a majority of Continuing Directors, (iii) Holdings shall cease to directly own and control, of record and beneficially, 100% of each class of outstanding Capital Stock of Borrower
free and clear of all Liens (except Liens created by the Security Documents), (iv) Parent shall cease to be the beneficial owner of 100% of each class of outstanding Capital Stock of Borrower,
or (v) a Specified Change of Control shall occur; 


        (l)    Guaranties, Security Documents and other Loan Documents. At any time after the execution and delivery thereof,
(i) the Guaranty and Collateral Agreement shall, for any reason other than the satisfaction in full of all Obligations, cease to be in full force and effect (other than in accordance with its
terms) or shall be declared to be null and void or any Guarantor shall repudiate its obligations thereunder, (ii) any of the other Security Documents shall, for any reason (other than pursuant
to the terms thereof), cease to be in full force and effect, or any Loan Party or any Affiliate of any Loan Party shall so assert, or any Lien created by any of the Security Documents shall cease to
be enforceable and of the same effect and priority purported to be created thereby; or this Agreement or any Security Document ceases to be in full force and effect (other than by reason of a release
of Collateral in accordance with the terms hereof or thereof or the satisfaction in full of the Obligations in accordance with the terms hereof) or shall be declared null and void, or Administrative
Agent shall not have or shall cease to have a valid and, to the extent required under the Loan Documents, perfected Lien in any Collateral purported to be covered by the Security Documents with the
priority required by the relevant Security Document, in each case for any reason other than the failure of Administrative Agent or any Secured Party to take any action within its control, or
(iii) any Loan Party shall contest the validity or enforceability of any Loan Document in writing or deny in writing that it has any further liability, including with respect to future advances
by Lenders, under any Loan Document to which it is a party; 




THEN,
(1) upon the occurrence of any Event of Default described in Section 7.1(f) or  7.1(g), automatically, and (2) upon the occurrence of any
other Event of Default, at the request of (or with the consent of) Requisite Lenders,
upon notice to Borrower by Administrative Agent, (A) the Revolving Commitments, if any, of each Lender having such Revolving Commitments and the obligation of Issuing Bank to issue any Letter
of Credit shall immediately terminate; (B) each of the following shall immediately become due and payable, in each case without presentment, demand, protest or other requirements of any kind,
all of which are hereby expressly waived by each Loan Party: (I) the unpaid principal amount of and accrued interest on the Loans, (II) an amount equal to the maximum amount that may at
any time be drawn under all Letters of Credit then outstanding (regardless of whether any beneficiary under any such Letter of Credit shall have presented, or shall be entitled at such time to
present, the drafts or other documents or certificates required to draw under such Letters of Credit), and (III) all other Obligations; provided
that, the foregoing shall not affect in any way the obligations of Lenders under Section 2.3(b)(iv) or  2.4(e); (C) Administrative Agent may
enforce any and all Liens and security interests created pursuant to Security Documents; and
(D) Administrative Agent shall direct Borrower to pay (and Borrower hereby agrees upon receipt of such notice, or upon the occurrence of any Event of Default specified in  Section 7.1(f) and
7.1(g) to pay) to Administrative Agent such additional amounts of cash, to be
held as security for Borrower's reimbursement Obligations in respect of Letters of Credit then outstanding, equal to the Letter-of-Credit Usage at such time. 


SECTION 8. AGENTS  


        8.1 Appointment of Agents.    CSFB is hereby appointed the Arranger and Administrative Agent hereunder and under the other Loan
Documents, and each Lender hereby authorizes CSFB to act in 


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such
capacities as its agent in accordance with the terms hereof and thereof. Each Agent hereby agrees to act on the express conditions contained herein and the other Loan Documents, as applicable.
The provisions of this Section 8 are solely for the benefit of Agents and Lenders and no Loan Party shall have any rights as a third-party
beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have
assumed any obligation towards or relationship of agency or trust with or for Borrower or any of its Subsidiaries. Each of Arranger and Administrative Agent, without consent of or notice to any party
hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Closing Date, Arranger shall have no obligations but shall be entitled to the benefits of this  Section 8. 


        8.2 Powers and Duties.    Each Lender irrevocably authorizes each Agent to take such action on such Lender's behalf and to
exercise such powers, rights and remedies hereunder and under the other Loan Documents as are specifically delegated or granted to such Agent by the terms hereof and thereof, together with such
powers, rights and remedies as are reasonably incidental thereto. Each Agent shall have only those duties and responsibilities that are expressly specified herein and the other Loan Documents. Each
Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. No Agent shall have, by reason hereof or any of the other Loan Documents, a fiduciary
relationship in respect of any Lender; and nothing herein or any of the other Loan Documents, expressed or implied, is intended to or shall be so construed as to impose on any Agent any obligations in
respect hereof or any of the other Loan Documents except as expressly set forth herein or therein. 


        8.3 General Immunity.    



        (a)   No Responsibility for Certain Matters. No Agent shall be responsible to any Lender for the execution, effectiveness,
genuineness, validity, enforceability, collectibility or sufficiency hereof or any other Loan Document or for any representations, warranties, recitals or statements made herein or therein or made in
any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by any Agent to Lenders or by or on behalf of
any Loan Party to any Agent or any Lender in connection with the Loan Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Loan Party or any
other Person liable for the payment of any Obligations, nor shall any Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions,
covenants or agreements contained in any of the Loan Documents or as to the use of the proceeds of the Loans or as to the existence or possible existence of any Event of Default or Default or to make
any disclosures with respect to the foregoing. Anything contained herein to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of
outstanding Loans or the Letter-of-Credit Usage or the component amounts thereof. 


        (b)   Exculpatory Provisions. No Agent nor any of its officers, partners, directors, employees or agents shall be liable to
Lenders for any action taken or omitted by any Agent under or in connection with any of the Loan Documents except to the extent caused by such Agent's gross negligence or willful misconduct as
determined by a final, nonappealable judgment of a court of competent jurisdiction. Each Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an
action) in connection herewith or any of the other Loan Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have
received instructions in respect thereof from Requisite Lenders (or such other Lenders as may be required to give such instructions under  Section 9.5) and, upon receipt of such instructions from
Requisite Lenders (or such other Lenders, as the case may be), such Agent shall be
entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions. 



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Without
prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, on any communication, instrument or document believed by
it to be genuine and correct and to have been signed or sent by the proper Person or Persons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys
(who may be attorneys for Borrower and its Subsidiaries), accountants, experts and other professional advisors selected by it, and (ii) no Lender shall have any right of action whatsoever
against any Agent as a result of such Agent acting or (where so instructed) refraining from acting hereunder or any of the other Loan Documents in accordance with the instructions of Requisite Lenders
(or such other Lenders as may be required to give such instructions under Section 9.5). 




        8.4 Agents Entitled to Act as Lender.    The agency hereby created shall in no way impair or affect any of the rights and powers
of, or impose any duties or obligations on, any Agent in its individual capacity as a Lender hereunder. With respect to its participation in the Loans and the Letters of Credit, each Agent shall have
the same rights and powers hereunder as any other Lender and may exercise the same as if it were not performing the duties and functions delegated to it hereunder, and the term "Lender" shall, unless
the context clearly otherwise indicates, include each Agent in its individual capacity. Any Agent and its Affiliates may accept deposits from, lend money to, own securities of, and generally engage in
any kind of banking, trust, financial advisory or other business with Borrower or any of its Affiliates as if it were not performing the duties specified herein, and may accept fees and other
consideration from Borrower for services in connection herewith and otherwise without having to account for the same to Lenders. 


        8.5 Lenders' Representations, Warranties and Acknowledgment.    



        (a)   Each
Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of Borrower and its Subsidiaries in
connection with Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of Borrower and its Subsidiaries. No Agent shall have any duty or
responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of Lenders or to provide any Lender with any credit or other information with
respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter, and no Agent shall have any responsibility with respect to the accuracy of or the
completeness of any information provided to Lenders. 


        (b)   Each
Lender, by delivering its signature page to this Agreement and funding its Term Loan and/or Revolving Loans on the Closing Date shall be deemed to have
acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be approved by any Agent, Requisite Lenders or Lenders, as applicable on the Closing
Date. 




        8.6 Right to Indemnity.    Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify each Agent, to the
extent that such Agent shall not have been reimbursed by any Loan Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses
(including reasonable counsel fees and disbursements) or disbursements of any kind or nature whatsoever that may be imposed on, incurred by or asserted against such Agent in exercising its powers,
rights and remedies or performing its duties hereunder or under the other Loan Documents or otherwise in its capacity as such Agent in any way relating to or arising out of this Agreement or the other
Loan Documents; provided that, no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements to the extent they are found in a final, nonappealable judgment of a court of competent jurisdiction to have resulted primarily from such Agent's
gross negligence or willful misconduct. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for
additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that, in no
event shall 


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this
sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender's Pro
Rata Share thereof; and provided further that, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability,
obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. 


        8.7 Successor Administrative Agent and Swingline Lender.    Administrative Agent may resign at any time by giving
30 days' prior written notice thereof to Lenders and Borrower. Upon any such notice of resignation, Requisite Lenders shall have the right, upon five Business Days' notice to Borrower, to
appoint a successor Administrative Agent, which successor Administrative Agent shall (unless a Default or Event of Default shall have occurred and be continuing) be subject to Borrower's approval,
which approval shall not be unreasonably withheld or delayed. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor
Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent and the retiring Administrative Agent shall
promptly (i) transfer to such successor Administrative Agent all sums, Securities and other items of Collateral held under the Security Documents, together with all records and other documents
necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Loan Documents, and (ii) execute and deliver to such successor
Administrative Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent
of the security interests created under the Security Documents, whereupon such retiring Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring
Administrative Agent's resignation or removal hereunder as Administrative Agent, the provisions of this Section 8 shall inure to its benefit as
to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder. Any resignation or removal of Administrative Agent pursuant to this Section shall also constitute
the resignation or removal of CSFB or its successor as Swingline Lender and Issuing Bank, and any successor Administrative Agent appointed pursuant to this  Section 8.7 shall, upon its acceptance of
such appointment, become the successor Swingline Lender and Issuing Bank for all purposes hereunder. In
such event (a) Borrower shall prepay any outstanding Swingline Loans made by the retiring Administrative Agent in its capacity as Swingline Lender, (b) upon such prepayment, the retiring
Administrative Agent and Swingline Lender shall surrender any Swingline Note held by it to Borrower for cancellation, and (c) Borrower shall issue, if so requested by successor
Administrative Agent and Swingline Loan Lender, a new Swingline Note to the successor Administrative Agent and Swingline Lender, in the principal amount of the Swingline Loan Sublimit then in
effect and with other appropriate insertions. 


        8.8 Security Documents and Guaranty.    



        (a)   Agents under Security Documents and Guaranty. Each Lender hereby further authorizes Administrative Agent, on behalf of
and for the benefit of Lenders, to be the agent for and representative of Lenders with respect to the Guaranty, the Collateral and the Security Documents. Subject to  Section 9.5, without further
written consent or authorization from Lenders, Administrative Agent may execute any documents or instruments
necessary to (i) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted hereby or to which Requisite Lenders (or such other
Lenders as may be required to give such consent under Section 9.5) have otherwise consented or (ii) release any Guarantor from its
Guaranty and the Security Documents it is party to if all of the Capital Stock of such Guarantor is sold or Disposed of in a transaction permitted hereby, or with respect to which Requisite Lenders
(or such other Lenders as may be required to give such consent under Section 9.5) have otherwise consented. 



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        (b)   Right to Realize on Collateral and Enforce Guaranty. Anything contained in any of the Loan Documents to the contrary
notwithstanding, Borrower, Administrative Agent and each Lender hereby agree that (i) no Lender shall have any right individually to realize on any of the Collateral or to enforce the Guaranty,
it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by Administrative Agent, on behalf of Lenders in accordance with the terms hereof and all powers,
rights and remedies under the Security Documents may be exercised solely by Administrative Agent, and (ii) in the event of a foreclosure by Administrative Agent on any of the Collateral
pursuant to a public or private sale, any Lender may be the purchaser of any or all of such Collateral at any such sale and Administrative Agent, as agent for and representative of Secured Parties
(but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making
settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price
for any collateral payable by Administrative Agent at such sale. 




SECTION 9. MISCELLANEOUS  


        9.1 Notices.    Unless otherwise specifically provided herein, any notice or other communication herein required or permitted to
be given to a Loan Party, or any Agent, Lender or Issuing Bank, shall be sent to such Person's address as set forth on Appendix B or in the other
relevant Loan Document, and in the case of any Lender, the address as indicated on Appendix B or otherwise indicated to Administrative Agent in
writing. Each notice hereunder shall be in writing and may be personally served, or sent by telefacsimile or United States mail or courier service and shall be deemed to have been given when delivered
in person or by courier service and signed for against receipt thereof, upon receipt of telefacsimile, or three Business Days after depositing it in the United States mail with postage prepaid and
properly addressed; provided that, no notice to any Agent shall be effective until received by such Agent. Notices and other communications to the
Lenders hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by Administrative Agent; provided that, the
foregoing shall not apply to notices pursuant to Section 2 unless otherwise agreed by Administrative Agent and the applicable Lender.
Administrative Agent or Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it;  provided
that, approval of such procedures may be limited to particular notices or communications. 


        9.2 Expenses.    Whether or not the transactions contemplated hereby shall be consummated, Borrower agrees to pay promptly
(a) all the actual and reasonable costs and expenses of preparation of the Loan Documents and any consents, amendments, waivers or other modifications thereto; (b) all the costs of
furnishing all opinions by counsel for Borrower and the other Loan Parties; (c) the reasonable fees, expenses and disbursements of counsel to Agents (in each case including allocated costs of
internal counsel) in connection with the negotiation, preparation, execution and administration of the Loan Documents and any consents, amendments, waivers or other modifications thereto and any other
documents or matters requested by Borrower; (d) all the actual costs and reasonable expenses of creating and perfecting Liens in favor of Administrative Agent, for the benefit of Lenders
pursuant hereto, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, title insurance premiums and reasonable fees, expenses and disbursements of counsel
to each Agent and of counsel providing any opinions that any Agent or Requisite Lenders may request in respect of the Collateral or the Liens created pursuant to the Security Documents; (e) all
the actual costs and reasonable fees, expenses and disbursements of any auditors, accountants, consultants or appraisers; (f) all the actual costs and reasonable expenses (including the
reasonable fees, expenses and disbursements of any appraisers, consultants, advisors and agents employed or retained by Administrative Agent and its counsel) in connection with the custody or
preservation of any of the 


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Collateral;
(g) all other actual and reasonable costs and expenses incurred by each Agent in connection with the syndication of the Loans and Commitments and the negotiation, preparation and
execution of the Loan Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby; and (h) after the occurrence of a Default or an
Event of Default, all costs and expenses, including reasonable attorneys' fees (including allocated costs of internal counsel) and costs of settlement, incurred by any Agent and Lenders in enforcing
any Obligations of or in collecting any payments due from any Loan Party hereunder or under the other Loan Documents by reason of such Default or Event of Default (including in connection with the
sale of, collection from, or other realization on any of the Collateral or the enforcement of the Guaranty) or in connection with any refinancing or restructuring of the credit arrangements provided
hereunder in the nature of a "work out" or pursuant to any insolvency or bankruptcy cases or proceedings. 


        9.3 Indemnity.    



        (a)   In
addition to the payment of expenses pursuant to Section 9.2, whether or not the transactions contemplated
hereby shall be consummated, each Loan Party agrees to defend (subject to Indemnitees' selection of counsel), indemnify, pay and hold harmless, each Agent and Lender and the officers, partners,
directors, trustees, employees, agents, advisors and Affiliates of each Agent and each Lender (each, an "Indemnitee"), from and against any and all
Indemnified Liabilities; provided that, no Loan Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities
to the extent such Indemnified Liabilities are found in a final, nonappealable judgment of a court of competent jurisdiction to have resulted primarily from the gross negligence or willful misconduct
of that Indemnitee. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.3 may be
unenforceable in whole or in part because they are violative of any law or public policy, the applicable Loan Party shall contribute the maximum portion that it is permitted to pay and satisfy under
applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. Amounts owing under this  Section 9.3(a) shall be paid promptly following
demand. 


        (b)   To
the extent permitted by applicable law, no Loan Party shall assert, and each Loan Party hereby waives, any claim against Lenders, Agents and their respective
Affiliates, directors, employees, attorneys or agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the
claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, arising out of, as a result of, or in any way related to, this
Agreement or any Loan Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of
the proceeds thereof or any act or omission or event occurring in connection therewith, and Borrower and each other Loan Party hereby waives, releases and agrees not to sue on any such claim or any
such damages, whether or not accrued and whether or not known or suspected to exist in its favor. Without limiting the foregoing, and to the extent permitted by applicable law, Borrower agrees not to
assert and to cause Holdings and the Subsidiaries not to assert, and hereby waives and agrees to cause Holdings and the Subsidiaries to waive, all rights for contribution or any other rights of
recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of
them might have by statute or otherwise against any Indemnitee. 




        9.4 Set-Off.    In addition to any rights now or hereafter granted under applicable law and not by way of limitation
of any such rights, upon the occurrence of any Event of Default each Lender is hereby authorized by each Loan Party at any time or from time to time subject to the consent of Administrative Agent
(such consent not to be unreasonably withheld or delayed), without notice to any Loan Party or to any other Person (other than Administrative Agent), any such notice being hereby expressly waived, to
set off and to appropriate and to apply any and all deposits (general or special, 


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including
Indebtedness evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts) and any other Indebtedness at any time held or owing by such Lender to or
for the credit or the account of any Loan Party against and on account of the obligations and liabilities of any Loan Party to such Lender hereunder, the Letters of Credit and participations therein
and under the other Loan Documents, including all claims of any nature or description arising out of or connected hereto, the Letters of Credit and participations therein or with any other Loan
Document, irrespective of whether or not (a) such Lender shall have made any demand hereunder or (b) the principal of or the interest on the Loans or any amounts in respect of the
Letters of Credit or any other amounts due hereunder shall have become due and payable pursuant to Section 2  and although such obligations and
liabilities, or any of them, may be contingent or unmatured. 


        9.5 Amendments and Waivers.    



        (a)   Requisite Lenders' Consent. Subject to Sections 9.5(b),  9.5(c), 9.5(d),
and 9.5(e) no amendment, modification,
termination or waiver of any provision of the Loan Documents, or consent to any departure by any Loan Party therefrom, shall in any event be effective without the written concurrence of the Requisite
Lenders. 


        (b)   Affected Lenders' Consent. Without the written consent of each Lender (other than a Defaulting Lender) that would be
affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would: 



        (i)    extend
the scheduled final maturity of any Loan or Note; 


        (ii)   waive,
reduce or postpone any Installment (but not prepayment); 


        (iii)  extend
the stated expiration date of any Letter of Credit beyond the Revolving Commitment Termination Date; 



        (iv)  reduce
the rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to  Section 2.10) or any fee payable hereunder; 


        (v)   extend
the time for payment of any such interest or fees; 


        (vi)  reduce
(other than by payment) or forgive the principal amount of any Loan or any Reimbursement Obligation; 



        (vii) amend,
modify, terminate or waive any provision of Section 2.17,  9.5(a), this Section 9.5(b), 
Section 9.5(c), or Section 6.4 of the Guaranty and Collateral Agreement; 


        (viii)   amend
the percentage set forth in the definition of "Requisite Lenders"; provided that, additional
extensions of credit approved by Requisite Lenders or permitted to be incurred pursuant to Section 6.2(f) or  6.2(j), may be included in the
determination of "Requisite Lenders" or "Pro Rata Share" on substantially the same basis as the Term Loan Commitments,
the Term Loans, the Revolving Commitments and the Revolving Loans, as the case may be, are included on the Closing Date; 


        (ix)  release
all or substantially all of the Collateral or all or substantially all of the Guarantors from the Guaranty and Collateral Agreement except as expressly provided
in the Loan Documents; or 


        (x)   consent
to the assignment or transfer by any Loan Party of any of its rights and obligations under any Loan Document. 




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        (c)   Other Consents. No amendment, modification, termination or waiver of any provision of the Loan Documents, or consent to
any departure by any Loan Party therefrom, shall: 



        (i)    increase
any Revolving Commitment or Term Loan Commitment of any Lender over the amount thereof then in effect without the consent of such Lender;  provided that, no amendment, modification or waiver of any
condition precedent, covenant, Default or Event of Default shall constitute an increase in
any Revolving Commitment or Term Loan Commitment of any Lender; 


        (ii)   amend,
modify, terminate or waive any provision hereof relating to the Swingline Sublimit or the Swingline Loans without the consent of Swingline Lender; 


        (iii)  amend
the definition of "Requisite Class Lenders" without the consent of Requisite Class Lenders of each Class;  provided that, additional extensions of credit approved by the Requisite Lenders or
permitted to be incurred pursuant to  Section 6.2(f) or 6.2(j) may be included in the determination of such "Requisite
Class Lenders" on substantially the same basis as the Term Loan Commitments, the Term Loans, the Revolving Commitments and the Revolving Loans, as the case may be, are included on the Closing
Date; 


        (iv)  alter
the required application of any repayments or prepayments as between Classes pursuant to Section 2.15
without the consent of Requisite Class Lenders of each Class that is being allocated a lesser repayment or prepayment as a result thereof;  provided that, Requisite Lenders may waive, in whole
or in part, any prepayment so long as the application, as between Classes, of any portion of such
prepayment that is still required to be made is not altered; and provided further that, notwithstanding the foregoing, such application may be modified
(including pursuant to Sections 6.2(f), 6.2(j) and  9.5(e)) to permit additional extensions of credit
constituting (x) term loans to share ratably with the Term Loans in the application of
repayments or prepayments pursuant to Section 2.15 with the consent of Requisite Lenders or in connection with additional extensions of credit
permitted under Section 6.2(f) or 6.2(j), or (y) revolving loans to share ratably with the
Revolving Loans in the application of repayments or prepayments pursuant to Section 2.15 with the consent of the Requisite Lenders or in
connection with additional extensions of credit permitted under Section 6.2(f) or 6.2(j); 


        (v)   amend,
modify, terminate or waive any obligation of the Revolving Lenders relating to the purchase of participations in Letters of Credit as provided in  Section 2.4(e) without the written consent of
Administrative Agent and of Issuing Bank; or 


        (vi)  amend,
modify, terminate or waive any provision of Section 8 as the same applies to any Agent, or any other
provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent. 




        (d)   Execution of Amendments, Etc. Administrative Agent may, but shall have no obligation to, with the concurrence of any
Lender, execute amendments, modifications, waivers or consents on behalf of such Lender. Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which
it was given. No notice to or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances. Any amendment, modification,
termination, waiver or consent effected in accordance with this Section 9.5 shall be binding on each Lender at the time outstanding, each future
Lender and, if signed by a Loan Party, on such Loan Party. 


        (e)   Certain Amendments Regarding Additional Loans and Refinancings. Notwithstanding any other provision in this  Section 9.5 to the contrary, (i) Borrower and
Administrative Agent may, without the consent of any Lender, amend the schedules and
representations and warranties contained in this Agreement and the Guaranty and Collateral Agreement, to the extent provided 



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in
Section 6.8(f), and (ii) this Agreement and the other Loan Documents may be amended (or amended and restated), without the consent of
any Lender, to the extent deemed necessary to permit Permitted Secured Indebtedness and Permitted Secured Refinancing to be incurred under this Agreement and to share ratably in the benefits of this
Agreement and the other Loan Documents (including the accrued interest and fees in respect thereof and in the benefits of all the Collateral) with other Loans (it being understood that Permitted
Secured Indebtedness and Permitted Secured Refinancing shall rank pari passu with the other Loans). In furtherance of the foregoing, Borrower and
Administrative Agent, without the consent of any Lender, may amend (or amend and restate) this Agreement or any other Loan Document to (v) provide for Permitted Secured Indebtedness and/or
Permitted Secured Refinancing to share ratably in the benefits of this Agreement and the other Loan Documents (including the accrued interest and fees in respect thereof and in the benefits of all the
Collateral) with Lenders having Term Loan Exposure and Revolving Loan Exposure, as the case may be, (w) provide for, among other things, Permitted Secured Indebtedness and/or the Permitted
Secured Refinancing, to the extent constituting Term Loan Exposure, to share ratably with Lenders having Term Loan Exposure, or to share ratably with or with preference to Lenders having Revolving
Loan Exposure in the application of prepayments, (x) provide for, among other things, Permitted Secured Indebtedness and/or Permitted Secured Refinancing, to the extent constituting Revolving
Loan Exposure, to share ratably with Lenders having Revolving Loan Exposure in the application of prepayments, (y) provide an amortization schedule, to the extent constituting Term Loan
Exposure, and a maturity date for Permitted Secured Indebtedness and/or Permitted Secured Refinancing, and (z) include appropriately the Lenders holding Permitted Secured Indebtedness and/or
Permitted Secured Refinancing in any determination of Requisite Lenders or Requisite Class Lenders for the Class of Lenders having Term Loan Exposure or Revolving Loan Exposure and to
modify the terms, provisions and definitions hereof in order that such Permitted Secured Indebtedness and Permitted Secured Refinancing is appropriately treated in this Agreement, including in the
definitions of Class, Obligations, Pro Rata Share, Requisite Lenders, Requisite Class Lenders, Revolving Loans, Revolving Commitments, Revolving Loan Exposure, Term Loans, Term Loan Commitments and
Term Loan Exposure, it being understood that no Lender or Agent is committed or obligated to participate in such Permitted Secured Indebtedness and/or Permitted Secured Refinancing unless it agrees to
do so in the document or agreement implementing such Permitted Secured Indebtedness or Permitted Secured Refinancing. 




        9.6 Successors and Assigns; Participations.    



        (a)   Generally. This Agreement shall be binding on the parties hereto and their respective successors and assigns and shall
inure to the benefit of the parties hereto and the successors and assigns of Lenders. No Loan Party's rights or obligations hereunder nor any interest therein may be assigned or delegated by any Loan
Party without the prior written consent of all Lenders. Nothing in this Agreement, expressed or implied, shall be construed to confer on any Person (other than the parties hereto, their respective
successors and assigns permitted hereby and, to the extent expressly contemplated hereby, Affiliates of each Agent and Lender) any legal or equitable right, remedy or claim under or by reason of this
Agreement. 


        (b)   Register. Borrower, Administrative Agent and Lenders shall deem and treat the Persons listed as Lenders in the Register
as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and, except as provided in  Section 9.6(e), no assignment or transfer of any such
Commitment or Loan shall be effective, in each case, unless and until an Assignment
Agreement effecting the assignment or transfer thereof shall have been delivered to and accepted by Administrative Agent and recorded in the Register as provided in  Section 9.6(e). In the case of a
Related Lender Assignment described in Section 9.6(e)
that is not reflected in the Register, the assigning Lender shall maintain a comparable register. Prior to such 



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recordation,
all amounts owed with respect to the applicable Commitment or Loan shall be owed to the Lender listed in the Register as the owner thereof, and any request, authority or consent of any
Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding on any subsequent holder, assignee or
transferee of the corresponding Commitments or Loans. 


        (c)   Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights
and obligations under this Agreement, including all or a portion of its Commitment or Loans or other Obligation owing to it (provided that, each such
assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loan and any related Commitments): 



        (i)    to
any Person meeting the criteria of clause (i) of the definition of the term of "Eligible Assignee" (a "Related Lender
Assignment") upon the giving of notice to Borrower and Administrative Agent, and for any assignment of Revolving Loans or Revolving Commitments, the consent of Administrative
Agent, Swingline Lender and Issuing Bank (not be unreasonably withheld or delayed); and 


        (ii)   to
any Person meeting the criteria of clause (ii) of the definition of the term of "Eligible Assignee" (other than a Person described in
clause (i) above) and (except in the case of assignments made by or to CSFB) consented to by Administrative Agent, and, for any assignment of Revolving Loans or Revolving Commitments,
Swingline Lender, Issuing Bank and Borrower (such consent not to be (x) unreasonably withheld or delayed, or (y) in the case of Borrower, required at any time during the initial
syndication of the Loans or at any time an Event of Default shall have occurred and then be continuing); provided that, each such assignment pursuant to
this Section 9.6(c)(ii) shall be in an aggregate amount of not less than (A) $1,000,000 (or such lesser amount as may be agreed to by
Borrower and Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender), with respect to the assignment of the Revolving
Commitments and Revolving Loans, and (B) $1,000,000 (or such lesser amount as may be agreed to by Borrower and Administrative Agent or as shall constitute the aggregate amount of the Term Loan
of the assigning Lender) with respect to the assignment of Term Loans (it being understood that, for purposes of this proviso, simultaneous assignments by a single Lender to Related Funds of such
Lender shall be aggregated). 




        (d)   Mechanics. The assigning Lender and the assignee thereof shall execute and deliver to Administrative Agent (i) an
Assignment Agreement (A) by means of an electronic settlement system acceptable to Administrative Agent, or (B) manually, together with a processing and recordation fee of $3,500
(provided that, in the case of assignments to or from CSFB, as a Lender, no such fee shall apply), in the case of all other assignments (except that
only one fee shall be payable in the case of contemporaneous assignments to Related Funds), and (ii) such forms, certificates or other evidence, if any, with respect to United States federal
income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver to Administrative Agent pursuant to  Section 2.20(e); provided that, should a Lender or assignee party to an assignment made pursuant
to Section 9.6(c)(i) deliver an Assignment Agreement to Administrative Agent for recording, such Lender or assignee shall also provide the
relevant administrative details and applicable tax forms. 


        (e)   Related Lender Assignments. Notwithstanding anything contained in this  Section 9.6 to the contrary, a Lender may effect a Related Lender Assignment with respect to
Term Loans held by it without delivering an
Assignment Agreement to Administrative Agent or to Borrower and without payment of the assignment fee referred to in Section 9.6(d);  provided that, if
and when an Assignment Agreement is delivered to Administrative Agent, it is delivered via ClearPar, LLC, or 



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such
other electronic settlement system acceptable to the Administrative Agent; provided however, that (i) Borrower, Administrative Agent and the
other Lenders shall continue to deal solely and directly with such assigning Lender in connection with such Lender's rights and obligations under this Agreement until such Assignment Agreement has
been delivered to Administrative Agent and recorded in the Register, and (ii) anything contained herein to the contrary notwithstanding, if such Related Lender Assignment is to a Person that is
not a United States Person (as such term is defined in Section 7701(a)(30) of the Code), such assignee party to such Related Lender Assignment shall comply with  Section 2.20(c) hereof as if
such assignee party had delivered an Assignment Agreement to Administrative Agent on the effective date of such
Related Lender Assignment. The failure of such assigning Lender to deliver an Assignment Agreement to Administrative Agent shall not affect the legality, validity or binding effect of such assignment.
Each assignee party to a Related Lender Assignment shall be deemed to have consented to be bound by the terms of this Agreement. 


        (f)    Notice of Assignment. Upon its receipt of a duly executed and completed Assignment Agreement, together with the
processing and recordation fee referred to in Section 9.6(d) (and any forms, certificates or other evidence required by this Agreement in
connection therewith), Administrative Agent shall record the information contained in such Assignment Agreement in the Register, shall give prompt notice thereof to Borrower and shall maintain a copy
of such Assignment Agreement. 


        (g)   Representations and Warranties of Assignee. Each Lender, upon execution and delivery hereof or upon executing and
delivering an Assignment Agreement, as the case may be, represents and warrants as of the Closing Date or as of the applicable Effective Date (as defined in the applicable Assignment Agreement) that
(i) it is an Eligible Assignee; (ii) it has experience and expertise in the making of or investing in commitments or loans such as the applicable Commitments or Loans, as the case may
be; and (iii) it will make or invest in, as the case may be, its Commitments or Loans for its own account in
the ordinary course of its business and without a view to distribution of such Commitments or Loans within the meaning of the Securities Act or the Exchange Act or other federal securities laws (it
being understood that, subject to the provisions of this Section 9.6, the disposition of such Commitments or Loans or any interests therein shall
at all times remain within its exclusive control). 


        (h)   Effect of Assignment. Subject to the terms and conditions of this  Section 9.6, as of the "Effective Date" specified in the applicable Assignment Agreement:
(i) the assignee thereunder shall have the
rights and obligations of a "Lender" hereunder to the extent such rights and obligations hereunder have been assigned to it pursuant to such Assignment Agreement and shall thereafter be a party hereto
and a "Lender" for all purposes hereof; (ii) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned thereby pursuant to such Assignment
Agreement, relinquish its rights (other than any rights that survive the termination hereof under Section 9.8) and be released from its
obligations hereunder (and, in the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender's rights and obligations hereunder, such Lender shall cease to be a
party hereto; provided that, anything contained in any of the Loan Documents to the contrary notwithstanding, (y) Issuing Bank shall continue to
have all rights and obligations thereof with respect to such Letters of Credit until the cancellation or expiration of such Letters of Credit and the reimbursement of any amounts drawn thereunder and
(z) such assigning Lender shall continue to be entitled to the benefit of all indemnities hereunder as specified herein with respect to matters arising out of the prior involvement of such
assigning Lender as a Lender hereunder); (iii) the Commitments shall be modified to reflect the Commitment of such assignee and any Revolving Commitment of such assigning Lender, if any; and
(iv) if any such assignment occurs after the issuance of any Note hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as 



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promptly
thereafter as practicable, surrender its applicable Notes to Administrative Agent for cancellation, and thereupon Borrower shall issue and deliver new Notes, if so requested by the assignee
and/or assigning Lender, to such assignee and/or to such assigning Lender, with appropriate insertions, to reflect the new Revolving Commitments and/or outstanding Loans of the assignee and/or the
assigning Lender. 


        (i)    Participations. Each Lender shall have the right at any time to sell one or more participations to any Person (other than
Borrower, any of its Subsidiaries or any of its Affiliates) in all or any part of its Commitments, Loans or in any other Obligation. The holder of any such participation, other than an Affiliate of
the Lender granting such participation, shall not be entitled to require such Lender to take or omit to take any action hereunder except with respect to any amendment, modification or waiver that
would (i) extend the final scheduled maturity of any Loan, Note or Letter of Credit (unless such Letter of Credit is not extended beyond the Revolving Commitment Termination Date) in
which such participant is participating, or reduce the rate or extend the time of payment of interest or fees thereon (except in connection with a waiver of applicability of any post default increase
in interest rates) or reduce the principal amount thereof, or increase the amount of the participant's participation over the amount thereof then in effect (it being understood that a waiver of any
Default or Event of Default or of a mandatory reduction in the Commitment shall not constitute a change in the terms of such participation, and that an increase in any Commitment or Loan shall be
permitted without the consent of any participant if the participant's participation is not increased as a result thereof), (ii) consent to the assignment or transfer by any Loan Party of any of
its rights and obligations under this Agreement,
or (iii) release all or substantially all of the Collateral under, or all or substantially all of the Guarantors from, the Security Documents (except as expressly provided in the Loan
Documents) supporting the Loans hereunder in which such participant is participating. Borrower agrees that each participant shall be entitled to the benefits of  Sections 2.18(c), 2.19 and 2.20 to the same
extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (c) of this Section; provided that,
(i) a participant shall not be entitled to receive any greater payment under Section 2.19 or  2.20 than the applicable Lender would have been
entitled to receive with respect to the participation sold to such participant, unless the sale of the
participation to such participant is made with Borrower's prior written consent and (ii) a participant that would be a Non-US Lender if it were a Lender shall not be entitled to the
benefits of Section 2.20 unless Borrower is notified of the participation sold to such participant and such participant agrees, for the benefit
of Borrower, to comply with Section 2.20 as though it were a Lender. To the extent permitted by law, each participant also shall be entitled to
the benefits of Section 9.4 as though it were a Lender, provided that, such Participant agrees to
be subject to Section 2.17 as though it were a Lender. 


        (j)    Certain Other Assignments. Without notice to or the consent of Borrower or Administrative Agent, any Lender may at any
time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a
Federal Reserve Bank; provided that, no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such
pledgee or assignee for such Lender as a party hereto. Notwithstanding anything to the contrary contained herein, without notice to or the consent of Borrower or Administrative Agent, any Lender that
is a Fund may create a security interest in all or any portion of the Loans owing to it and the Notes, if any, held by it to the trustee for holders of obligations owed, or securities issued, by such
Fund as security for such obligations or securities; provided that, unless and until such trustee actually becomes a Lender in compliance with the other
provisions of this Section 9.6, (i) no such pledge shall release the pledging Lender from any of its obligations under this Agreement, and
(ii) such trustee shall not be entitled to exercise any of the rights of a Lender 



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under
this Agreement and the Notes even though such trustee may have acquired ownership rights with respect to the pledged interest through foreclosure or otherwise. 




        9.7 Independence of Covenants.    All covenants hereunder shall be given independent effect so that if a particular action or
condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or would otherwise be within the limitations of, another covenant shall not avoid the
occurrence of a Default or an Event of Default if such action is taken or condition exists. 


        9.8 Survival of Representations, Warranties and Agreements.    All representations, warranties and agreements made herein shall
survive the execution and delivery hereof and the making of any Credit Extension. Notwithstanding anything herein or implied by law to the contrary, the agreements of each Loan Party set forth in  Sections 2.18(c)
, 2.19, 2.20,
9.2, 9.3 and 9.4 and the agreements of Lenders set forth
in Sections 2.17, 9.3(b) and 9.6 shall survive
the payment of the Loans, the cancellation or expiration of the Letters of Credit and the reimbursement of any amounts drawn thereunder, and the termination hereof. 


        9.9 No Waiver; Remedies Cumulative.    No failure or delay on the part of any Agent or any Lender in the exercise of any power,
right or privilege hereunder or under any other Loan Document shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or
partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other power, right or privilege. The rights, powers and remedies given to each Agent and
each Lender hereby are cumulative and shall be in addition to and independent of all rights, powers and remedies existing by virtue of any statute or rule of law or in any of the other Loan Documents
or any of the Hedge Agreements. Any forbearance or failure to exercise, and any delay in exercising, any right, power or remedy hereunder shall not impair any such right, power or remedy or be
construed to be a waiver thereof, nor shall it preclude the further exercise of any such right, power or remedy. 



        9.10 Marshalling; Payments Set Aside.    Neither any Agent nor any Lender shall be under any obligation to marshal any assets in
favor of any Loan Party or any other Person or against or in payment of any or all of the Obligations. To the extent that any Loan Party makes a payment or payments to Administrative Agent or Lenders
(or to Administrative Agent, on behalf of Lenders), or Administrative Agent or Lenders enforce any security interests or exercise their rights of set-off, and such payment or payments or
the proceeds of such enforcement or set-off or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a
trustee, receiver or any other party under any bankruptcy law, any other state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof
originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been
made or such enforcement or set-off had not occurred. 


        9.11 Severability.    In case any provision in or obligation hereunder or under any other Loan Document shall be invalid,
illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall
not in any way be affected or impaired thereby. 


        9.12 Obligations Several; Independent Nature of Lenders' Rights.    The obligations of Lenders hereunder are several and no
Lender shall be responsible for the obligations or Commitment of any other Lender hereunder. Nothing contained herein or in any other Loan Document, and no action taken by Lenders pursuant hereto or
thereto, shall be deemed to constitute Lenders as a partnership, an association, a joint venture or any other kind of entity. The amounts payable at any time hereunder to each Lender shall be a
separate and independent debt, and each Lender shall be entitled to protect 


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and
enforce its rights arising out hereof and it shall not be necessary for any other Lender to be joined as an additional party in any proceeding for such purpose. 


        9.13 Headings.    Section headings herein are included herein for convenience of reference only and shall not constitute
a part hereof for any other purpose or be given any substantive effect. 


        9.14 APPLICABLE LAW.    THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL
BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 


        9.15 CONSENT TO JURISDICTION.    ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY LOAN PARTY ARISING OUT OF OR RELATING HERETO OR
ANY OTHER LOAN DOCUMENT, OR ANY OF THE OBLIGATIONS, MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK. BY EXECUTING AND DELIVERING
THIS AGREEMENT, EACH LOAN PARTY, FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, IRREVOCABLY (a) ACCEPTS GENERALLY AND UNCONDITIONALLY THE NONEXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS,
(b) WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, (c) AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN
RECEIPT REQUESTED, TO THE APPLICABLE LOAN PARTY AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH SECTION 9.1, (d) AGREES THAT SERVICE AS PROVIDED IN
CLAUSE (c) ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER THE APPLICABLE LOAN PARTY IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE
IN EVERY RESPECT, AND (e) AGREES AGENTS AND LENDERS RETAIN THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST ANY LOAN PARTY IN THE COURTS OF ANY
OTHER JURISDICTION. 


        9.16 WAIVER OF JURY TRIAL.    EACH OF THE PARTIES HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY
CLAIM OR CAUSE OF ACTION BASED ON OR ARISING HEREUNDER OR UNDER ANY OF THE OTHER LOAN DOCUMENTS OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION OR THE
LENDER/COMPANY RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE
SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A
MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS
RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS
FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED, WHETHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY
REFERRING TO THIS SECTION 9.16 AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS,
SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE LOANS MADE HEREUNDER. 


103







 



IN
THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT. 


        9.17 Confidentiality.    Each Lender shall hold all nonpublic information regarding Borrower and its Subsidiaries and their
businesses identified as such by Borrower and obtained by such Lender pursuant to the requirements hereof in accordance with such Lender's customary procedures for handling confidential information of
such nature, it being understood and agreed by Borrower that, in any event, a Lender may make (i) disclosures of such information to Affiliates of such Lender and to their agents and advisors
(and to other persons authorized by a Lender or Agent to organize, present or disseminate such information in connection with disclosures otherwise made in accordance with this  Section 9.17),
(ii) disclosures of such information reasonably required by any bona fide or potential assignee, transferee or participant
in connection with the contemplated assignment, transfer or participation by such Lender of any Loans or any participations therein or by any direct or indirect contractual counterparties (or the
professional advisors thereto) in Hedge Agreements (provided that, such counterparties and advisors are advised of and agree to be bound by the
provisions of this Section 9.17), (iii) disclosure to any rating agency when required by it,  provided that, prior to any disclosure, such rating
agency shall undertake in writing to preserve the confidentiality of any confidential information
relating to the Loan Parties received by it from any Agent or any Lender, (iv) disclosures required or requested by any governmental agency, self-regulatory organization or
representative thereof or by The National Association of Insurance Commissioners (or its successor) or pursuant to legal or judicial process; provided
that, unless specifically prohibited by applicable law or court order, each Lender shall make reasonable efforts to notify Borrower of any request by any governmental agency,
self-regulatory organization or representative
thereof (other than any such request in connection with any examination of the financial condition, compliance examination or other routine examination of such Lender by such governmental agency) for
disclosure of any such nonpublic information prior to disclosure of such information, and (v) in connection with the exercise of any remedy or any enforcement action hereunder or under any
other Loan Document. 


        9.18 Usury Savings Clause.    Notwithstanding any other provision herein, the aggregate interest rate charged with respect to
any of the Obligations, including all charges or fees in connection therewith deemed in the nature of interest under applicable law shall not exceed the Highest Lawful Rate. If the rate of interest
(determined without regard to the preceding sentence) under this Agreement at any time exceeds the Highest Lawful Rate, the outstanding amount of the Loans made hereunder shall bear interest at the
Highest Lawful Rate until the total amount of interest due hereunder equals the amount of interest that would have been due hereunder if the stated rates of interest set forth in this Agreement had at
all times been in effect. In addition, if when the Loans made hereunder are repaid in full the total interest due hereunder (taking into account the increase provided for above) is less than the total
amount of interest that would have been due hereunder if the stated rates of interest set forth in this Agreement had at all times been in effect, then to the extent permitted by law, Borrower shall
pay to Administrative Agent an amount equal to the difference between the amount of interest paid and the amount of interest which would have been paid if the Highest Lawful Rate had at all times been
in effect. Notwithstanding the foregoing, it is the intention of Lenders and Borrower to conform strictly to any applicable usury laws. Accordingly, if any Lender contracts for, charges, or receives
any consideration that constitutes interest in excess of the Highest Lawful Rate, then any such excess shall be cancelled automatically and, if previously paid, shall at such Lender's option be
applied to the outstanding amount of the Loans made hereunder or be refunded to Borrower. 


        9.19 Counterparts.    This Agreement may be executed in any number of counterparts, each of which when so executed and delivered
shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. 


104







 



        9.20 Patriot Act.    Each Lender and Administrative Agent (for itself and not on behalf of any other party) hereby notifies
Borrower that, pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies Borrower, which information includes the names and addresses and
other information that will allow such Lender or Administrative Agent, as applicable, to identify Borrower in accordance with the Patriot Act. Borrower will, and will cause each of its Subsidiaries
to, provide, to the extent commercially reasonable or required by Requirements of Law, such information and take such actions as are reasonably requested by Administrative Agent or any Lender to
assist Administrative Agent and the Lenders in maintaining compliance with the Patriot Act. 


        9.21 Integration.    This Agreement and the other Loan Documents represent the entire agreement of Holdings, Borrower, the
Subsidiaries of Borrower, Administrative Agent and the Lenders with respect
to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by Administrative Agent or any Lender relative to the subject matter hereof not
expressly set forth or referred to herein or in the other Loan Documents. 


        9.22 Release of Collateral and Guaranty Obligations.    (a) Notwithstanding anything to the contrary contained herein or
in any other Loan Document, upon request of Borrower in connection with any Disposition of Property permitted by the Loan Documents, Administrative Agent is hereby authorized (without notice to or
vote or consent of any Lender, or any Affiliate of any Lender that is a party to any Hedge Agreement) take such actions as shall be required to release its security interest in any Collateral being
Disposed of in such Disposition, and to release any Guarantied Obligations of any Person being Disposed of in such Disposition, to the extent necessary to permit consummation of such Disposition in
accordance with the Loan Documents; provided that, Borrower shall have delivered to Administrative Agent, at least ten Business Days (or such shorter
period as may be satisfactory to Administrative Agent) prior to the date of the proposed release, a written request for release identifying the relevant Collateral being Disposed of in such
Disposition and the terms of such Disposition in reasonable detail, including the date thereof, the price thereof and any expenses in connection therewith, together with a certification by Borrower
stating that such transaction is in compliance with this Agreement and the other Loan Documents and that the proceeds of such Disposition will be applied in accordance with this Agreement and the
other Loan Documents. 



        (b)   Notwithstanding
anything to the contrary contained herein or any other Loan Document, when all Obligations (other than Obligations in respect of any Hedge Agreement)
have been paid in full, all Commitments have terminated or expired and no Letter of Credit shall be outstanding, upon request of Borrower, Administrative Agent shall (without notice to or vote or
consent of any Lender, or any Affiliate of any Lender that is a party to any Hedge Agreement) take such actions as shall be required to release its security interest in all Collateral, and to release
all the Guarantied Obligations provided for in any Loan Document, whether or not on the date of such release there may be outstanding Obligations in respect of Hedge Agreements. 




        9.23 Effectiveness.    This Agreement shall become effective upon the execution of a counterpart hereof by each of the parties
hereto and receipt by Borrower and Administrative Agent of written or telephonic notification of such execution and authorization of delivery thereof. 


        9.24 Existing Agreements Superseded; Exhibits and Schedules.    As and to the extent set forth in  Section 1.3, the Third Restated Credit Agreement is superseded by this Agreement, which has been executed in renewal, amendment, restatement and
modification, but not in novation or extinguishment of, the obligations under the Third Restated Credit Agreement. 


[Remainder of page intentionally left blank] 


105










        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their respective officers thereunto
duly authorized as of the date first written above. 



	

 	
 	
REGAL CINEMAS CORPORATION, as Borrower
	

 	
 	

By:	
 	

/s/  AMY MILES      
 Name: Amy Miles

Title: EVP & CFO
	

 	
 	
CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as Arranger, Administrative Agent, Swingline Lender, Issuing Bank and a Lender
	

 	
 	

By:	
 	

/s/  BILL O'DALY      
 Name: Bill O'Daly

Title: Director
	

 	
 	

By:	
 	

/s/  CASSANDRA DROOGAN      
 Name: Cassandra Droogan

Title: Associate
	

 	
 	
GENERAL ELECTRIC CAPITAL CORPORATION, as a Lender
	

 	
 	

By:	
 	

/s/  W. JEROME MCDERMOTT      
 Name: W. Jerome McDermott

Title: Duly Authorized Signatory
	

 	
 	
CALYON NEW YORK BRANCH, as a Lender
	

 	
 	

By:	
 	

/s/  ALEXANDER AVERBUKH      
 Name: Alexander Averbukh

Title: Director
	

 	
 	

By:	
 	

/s/  SCOTT R. CHAPPELKA      
 Name: Scott R. Chappelka

Title: Director
	 	 	 	 	 









	

 	
 	
COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES, as a Lender
	

 	
 	

By:	
 	

/s/  DOUGLAS I. GLICKMAN      
 Name: Douglas I. Glickman

Title: Vice President
	

 	
 	

By:	
 	

/s/  CHARLES W. POLET      
 Name: Charles W. Polet

Title: Assistant Treasurer
	

 	
 	
CRÉDIT INDUSTRIEL ET COMMERCIAL, as a Lender
	

 	
 	

By:	
 	

/s/  ANTHONY ROCK      
 Name: Anthony Rock

Title: Vice President
	

 	
 	

By:	
 	

/s/  BRIAN O'LEARY      
 Name: Brian O'Leary

Title: Vice President
	

 	
 	
BAYERISCHE HYPO—UND VEREINSBANK AG NEW YORK BRANCH, as a Lender
	

 	
 	

By:	
 	

/s/  MARTHA G. MARTINEZ      
 Name: Martha G. Martinez

Title: Associate Director
	

 	
 	

By:	
 	

/s/  JENNIFER LARROW      
 Name: Jennifer Larrow

Title: Associate Director
	

 	
 	
FOR AND ON BEHALF OF THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND, as a Lender
	

 	
 	

By:	
 	

/s/  G. HANNON      
 Name: G. Hannon

Title: Authorised Signatories
	

 	
 	
WEBSTER BANK, NATIONAL ASSOCIATION, as a Lender
	

 	
 	

By:	
 	

/s/  ROBERT E. MEDITZ      
 Name: Robert E. Meditz

Title: Vice President
	 	 	 	 	 










	

 	
 	
BANK OF AMERICA, N.A., as a Lender
	

 	
 	

By:	
 	

/s/  JOHN M. HALL      
 Name: John M. Hall

Title: Senior Vice President
	

 	
 	
LEHMAN COMMERCIAL PAPER INC., as a Lender
	

 	
 	

By:	
 	

/s/  FRANCIS CHANG      
 Name: Francis Chang

Title: Authorized Signatory










   APPENDIX A-1

TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT  


Term Loan Commitments  



	Lender
 
	 	Term Loan

Commitment
	 	Pro Rata Share
	 
	Credit Suisse First Boston, acting through its Cayman Islands Branch	 	$	1,552,000,000.00	 	94.060606061	%
	General Electric Capital Corporation	 	 	40,000,000.00	 	2.424242424	%
	Calyon New York Branch	 	 	12,000,000.00	 	0.727272727	%
	Commerzbank AG, New York and Grand Cayman Branches	 	 	11,000,000.00	 	0.666666667	%
	Crédit Industriel et Commercial	 	 	10,000,000.00	 	0.606060606	%
	Bayerische Hypo-Und Vereinsbank AG, New York Branch	 	 	10,000,000.00	 	0.606060606	%
	The Governor and Company of the Bank of Ireland	 	 	10,000,000.00	 	0.606060606	%
	Webster Bank, National Association	 	 	5,000,000.00	 	0.303030303	%
	 	 	
	 	
	 
	 	Total	 	$	1,650,000,000.00	 	100.000000000	%
	 	 	
	 	
	 




A-1







 
APPENDIX A-2

TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT  


Revolving Commitments  



	Lender
 
	 	Revolving Loan Commitment
	 	Pro Rata Share
	 
	Credit Suisse First Boston, acting through its Cayman Islands Branch	 	$	15,000,000.00	 	15.000000000	%
	General Electric Capital Corporation	 	$	27,000,000.00	 	27.000000000	%
	Bank of America, N.A. 	 	$	10,000,000.00	 	10.000000000	%
	The Governor and Company of the Bank of Ireland	 	$	8,000,000.00	 	8.000000000	%
	Commerzbank AG, New York and Grand Cayman Branches	 	$	8,000,000.00	 	8.000000000	%
	Calyon New York Branch	 	$	8,000,000.00	 	8.000000000	%
	Bayerische Hypo-Und Vereinsbank AG, New York Branch	 	$	8,000,000.00	 	8.000000000	%
	Crédit Industriel et Commercial	 	$	6,000,000.00	 	6.000000000	%
	Lehman Commercial Paper Inc. 	 	$	5,000,000.00	 	5.000000000	%
	Webster Bank, National Association	 	$	5,000,000.00	 	5.000000000	%
	 	 	
	 	
	 
	 	Total	 	$	100,000,000.00	 	100.000000000	%
	 	 	
	 	
	 




A-2








   APPENDIX B

TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT  


Notice Addresses  



	REGAL CINEMAS CORPORATION, as Borrower

7132 Regal Lane

Knoxville, TN 37918

Attention: Amy E. Miles, EVP/CFO

Facsimile: (865) 922-6085

Telephone: (865) 925-9422	 	with a copy to:



Hogan & Hartson L.L.P.

555 13th Street

Washington, DC 20004

Attention: Gordon C. Wilson, Esq.

Facsimile: (202) 637-5910

Telephone: (202) 637-5711
	

 	
 	

with an additional copy to:
	

 	
 	

Regal Cinemas, Inc.

7132 Regal Lane

Knoxville, TN 37918

Attention: General Counsel

Facsimile: (865) 922-6085

Telephone: (865) 922-9756
	
CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as Administrative Agent (for funding notices), Arranger, Swingline Lender, and Issuing Bank

11 Madison Avenue

New York, New York 10010-3629

Attention: Thomas Lynch

Facsimile: (212) 325-8304

Telephone: (212) 325-9205	
 	

(no copy recipients)
	
CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, as Administrative Agent (for all purposes other than funding notices)

11 Madison Avenue

New York, New York 10010-3629

Attention: William O'Daly

Facsimile: (212) 743-2254

Telephone: (212) 325-1986	
 	

with a copy to:



Skadden, Arps, Slate, Meagher & Flom LLP

300 South Grand Avenue

Los Angeles, California 90071

Attention: David C. Reamer, Esq.

Facsimile: (212) 687-5600

Telephone: (213) 687-5000
	 	 	 





B-1







 


	
GENERAL ELECTRIC CAPITAL CORPORATION
 Josephine Takami

General Electric Capital Corporation

Corporate Financial Services

201 Merritt 7

P.O. Box 5201

Norwalk, CT 06856-5201

Attention: Josephine Takami

Facsimile: (203) 229-5791

Telephone: (203) 229-5762	
 	

with a copy to:



General Electric Capital Corporation

Corporate Financial Services

201 Merritt 7

P.O. Box 5201

Norwalk, CT 06856-5201

Attention: John Pistiocchi

Facsimile: (203) 956-4003

Telephone: (203) 956-4378
	
CREDIT INDUSTRIEL ET COMMERCIAL
 520 Madison Avenue, 36th Floor

New York, NY 10022

Attention: Laura Carosi, AVP

Facsimile: (212) 715-4477

Telephone: (212) 715-4541	
 	

(no copy recipients)
	
CALYON NEW YORK BRANCH
 1301 Avenue of the Americas

New York, NY 10019

Attention: Elvis Grgurovic, Vice President

Facsimile: (212) 261-3375

Telephone: (212) 261-7322	
 	

(no copy recipients)
	
THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND
 Hume House, 5th Floor

Ballsbridge, Dublin 4 Ireland

Attention: Emer Flood

Facsimile: 011-353-1-618-7490

Telephone: 011-353-1-618-7470	
 	

(no copy recipients)




B-2











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